UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 3, 2020
MANITEX INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Michigan | 001-32401 | 42-1628978 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9725 Industrial Drive, Bridgeview, Illinois 60455
(Address of Principal Executive Offices) (Zip Code)
(708) 430-7500
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, no par value | MNTX | The NASDAQ Stock Market LLC | ||
| Preferred Share Purchase Rights | N/A | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2020, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Manitex International, Inc. (the “Company”), the Company’s stockholders approved a First Amendment (the “Amendment”) to the Manitex International, Inc. 2019 Equity Incentive Plan (the “Plan”). Pursuant to the Amendment, the number of shares authorized for issuance under the Plan was increased from 279,717 to 779,717.
The description in the first paragraph of this Item 5.02 is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K. For a more complete description of the Plan and the Amendment, please refer to Proposal 4: Approval of an Amendment to the Manitex International, Inc. 2019 Equity Incentive Plan in the Company’s proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Manitex International, Inc. held its Annual Meeting of Stockholders on June 3, 2020. The following is a summary of the matters voted on at that meeting.
| (a) | Proposal 1—The stockholders elected Manitex International, Inc.’s entire Board of Directors to serve until the 2021 Annual Meeting of the Stockholders. The persons elected to Manitex’s Board of Directors and the number of shares cast for, the number of shares withheld, and broker non-votes, with respect to each of these persons, were as follows: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Ronald M. Clark |
10,950,105 | 2,811,096 | 2,792,325 | |||||||||
| Steve Filipov |
11,943,680 | 1,817,521 | 2,792,325 | |||||||||
| Robert S. Gigliotti |
9,813,451 | 3,947,750 | 2,792,325 | |||||||||
| Frederick B. Knox |
11,694,987 | 2,066,214 | 2,792,325 | |||||||||
| David J. Langevin |
11,888,573 | 1,872,628 | 2,792,325 | |||||||||
| Marvin B. Rosenberg |
10,772,524 | 2,988,677 | 2,792,325 | |||||||||
| Ingo Schiller |
12,035,849 | 1,725,352 | 2,792,325 | |||||||||
| Stephen J. Tober |
11,679,102 | 2,082,099 | 2,792,325 | |||||||||
| (b) | Proposal 2—The shareholders ratified the appointment of Grant Thornton LLP as Manitex’s independent registered public accounting firm for the year ending December 31, 2020. The number of shares cast in favor of the ratification of Grant Thornton LLP, the number against, and the number abstaining were as follows: |
| For |
Against |
Abstain | ||
| 16,410,134 | 67,346 | 76,046 |
| (c) | Proposal 3—The shareholders approved in an advisory vote the compensation of the Company’s named executive officers. The number of shares cast in favor, number against, the number abstaining, and broker non-votes are as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 12,498,536 | 324,147 | 938,518 | 2,792,325 |
| (d) | Proposal 4—The shareholders approve an amendment to the Manitex International, Inc. 2019 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 500,000 shares. The number of shares cast in favor, number against, the number abstaining, and broker non-votes are as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 13,274,920 | 458,406 | 27,875 | 2,792,325 |
Item 9.01 Financial Statements and Exhibits.
Exhibits.
The following exhibit is filed herewith:
| Exhibit |
Description | |
| 10.1 | First Amendment to the Manitex International, Inc. 2019 Equity Incentive Plan | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MANITEX INTERNATIONAL, INC. | ||
| By: | /S/ LAURA R. YU | |
| Name: |
Laura R. Yu | |
| Title: |
Chief Financial Officer | |
Date: June 4, 2020