8-K

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

January 8, 2013

Date of report (Date of earliest event reported)

Valmont Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-31429	47-0351813
(Commission File Number)	(IRS Employer Identification No.)

One Valmont Plaza
Omaha, NE	68154
(Address of Principal Executive Offices)	(Zip Code)

(402) 963-1000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)  On January 8, 2013, Valmont Industries, Inc. announced that Richard P. Heyse, has joined Valmont as Executive Vice President.  In late February, Mr. Heyse will succeed Terry J. McClain, Valmont’s CFO.  Mr. Heyse has over 20 years of financial, engineering, and information technology management experience.  He holds a Bachelor of Science in Engineering from Purdue University and a Masters degree in Industrial Administration from Carnegie Mellon University.

Mr. Heyse, age 49, served as Vice President and CFO of WESCO International, Inc. from June 2009 to February 2012.  From April 2005 to May 2009, he served as Vice President and CFO of Innophos Holdings.  He served as Vice President and CFO of Polyconcept, Inc. from June 2012 to December 2012.

Information with respect to Mr. Heyse’s compensation is set forth on Exhibit 99.2, which is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

99.1	Press release dated January 8, 2013.
99.2	Richard Heyse Employment Summary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Valmont Industries, Inc.

Date:  January 8, 2013

By:   /s/ Terry J. McClain

Name:  Terry J. McClain

Title:    Senior Vice President and

Chief Financial Officer

EXHIBITS

Exhibit No.	Description
99.1	Press release dated January 8, 2013.
99.2	Richard Heyse Employment Summary

EX-99.1

News Release                                                                   For Immediate Release

January 8, 2013

Contact:         Jeff Laudin

Phone:           402-963-1158

Fax:                402-963-1198

Richard P. Heyse Joins Valmont as Executive Vice President

Omaha, NE - Valmont Industries, Inc. (NYSE: VMI), a leading global manufacturer of engineered products for infrastructure, mechanized irrigation equipment for agriculture, and a provider of coating services, announced today that Richard P. Heyse has joined Valmont as Executive Vice President. In late February, Mr. Heyse will succeed Terry J. McClain, Valmont’s CFO, who will be retiring after almost 40 years of service.

Richard Heyse has over 20 years of financial, engineering, and information technology   management experience. Mr. Heyse has held the role of CFO at WESCO International, a Fortune 500 company, as well as Innophos Holdings and Polyconcept. He holds a Bachelor of Science in Engineering from Purdue University and a Masters degree in Industrial Administration from Carnegie Mellon University.

Commenting on the appointment, Mogens C. Bay, Valmont’s Chairman and Chief Executive Officer said, “I am very pleased to welcome Richard to Valmont’s management team. His extensive leadership experience in key finance roles will benefit Valmont as we continue to develop our global markets.”

Added Mr. Heyse, “Valmont is a great company whose strategic focus has resulted in extraordinary growth and success. I look forward to being an active participant in helping to write the next chapter of its history.”

Valmont is the global leader in designing and manufacturing poles, towers and structures for lighting and traffic, wireless communication and utility markets, industrial access systems, highway safety barriers and a provider of protective coating services. Valmont also leads the world in mechanized irrigation equipment for agriculture, enhancing food production while conserving and protecting natural water resources. In addition, Valmont produces a wide variety of tubing for commercial and industrial applications.

This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current views and estimates and are subject to uncertainty and changes in circumstances. Future economic and market circumstances, industry conditions, Company performance and financial results, operating efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environment, actions and policy changes of domestic and international governments and other risks described from time to time in Valmont's reports to the Securities and Exchange Commission are examples of factors, among others, that could cause results to differ materially from those described in the forward-looking statement. The Company cautions that any forward-looking statement included in this press release is made as of the date of this press release and the Company does not undertake to update any forward-looking statement.

EX-99.2

RICHARD HEYSE

EMPLOYMENT

1.           Employment commences January 7, 2013 as the Executive Vice President and become

Chief Financial Officer on or about February 27, 2013.

2.           Base Salary: $485,000 per year

3.           Participation in Valmont's 2013 Annual Incentive Plan - Corporate Plan with a target at

60% of base salary and capped at 2x bonus target. This element of compensation will

be recommended for approval at the February Human Resources Committee meeting

per standard practice.

4.           Participation in the performance share element of Valmont's 2011-2013, 2012-2014, and

2013-2015 long-term incentive plans (prorated to start date), with a target at 70% of base

salary and capped at 2x target. This element of compensation will be recommended for

approval at the February Human Resources Committee meeting per standard practice.

5.           Participation in the stock option element of Valmont's long-term incentive plans, with

eligibility for option grant in December 2013 with a target value of 70% of base salary,

subject to Human Resources Committee approval.

6.           Stock Option grant for 10,000 shares on start date using Valmont's standard stock option

agreement with a three-year tiered vesting. This grant will be covered in a Human

Resources Committee Consent to Action on start date.

7.           Participation in Valmont's non-qualified deferred compensation plan, VERSP 401 (k)

plan, health and welfare benefit plans, and relocation under the standard management

relocation package.