UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 1, 2012
DOUGLAS DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-34728 |
|
134275891 |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
7777 North 73rd Street, Milwaukee, Wisconsin 53223
(Address of principal executive offices, including zip code)
(414) 354-2310
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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.
(d) On June 1, 2012, the Board of Directors (the “Board”) of Douglas Dynamics, Inc. (the “Company”) appointed Margaret S. Dano as a Class III independent director of the Company with an initial term expiring at the 2013 annual meeting of stockholders. Ms. Dano has served since 2010 as lead director for Superior Industries International, Inc. (NYSE: SUP), a designer and manufacturer of aluminum road wheels for sale to original equipment manufacturers headquartered in Van Nuys, California, and as a member of the Superior Industries International, Inc. board of directors since 2007. She chairs the nominating and corporate governance committee of the Superior Industries International, Inc. board and serves on its audit committee. Ms. Dano was Vice President, Worldwide Operations of Garrett Engine Boosting Systems, a division of Honeywell International, Inc., from June 2002 until her retirement from that position in 2005. From April 2002 to June 2002, she was Vice President, Global Operations, Automation and Controls Solutions of Honeywell. Before joining Honeywell, Ms. Dano served in executive or management roles with Avery Dennison Corporation, Black & Decker Corporation and General Electric Corporation. Ms. Dano has been a member of the board of directors of International Container Services, a provider of reusable container solutions in the United States, since 2011, and currently serves as lead director and as a member of the compensation committee. She has served on the board of directors and the audit, compensation and governance committees of Fleetwood Enterprises, Inc., and on the board of directors and as lead director and chair of the compensation committee of Anthony International Equipment Services Corp.
The Board appointed Ms. Dano to the Compensation, Audit and Nominating and Corporate Governance Committees of the Board.
As a non-employee director, Ms. Dano will receive the compensation paid to all non-employee directors of the Company as described in the Company’s 2012 Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2012.
There are no arrangements between Ms. Dano and any other person pursuant to which Ms. Dano was elected to serve as a director, nor are there any transactions in which the Company is a participant in which Ms. Dano has a material interest.
The Company’s press release issued on June 1, 2012 announcing Ms. Dano’s appointment to the Board is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibit is being furnished herewith:
(99.1) Press release dated June 1, 2012.
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.
|
|
DOUGLAS DYNAMICS, INC. | |
|
|
|
|
|
Date: June 1, 2012 |
By: |
/s/ Robert McCormick |
|
|
|
Robert McCormick |
|
|
|
Executive Vice President, Chief Financial Officer |
Exhibit 99.1
For further information contact:
Douglas Dynamics, Inc.
Bob McCormick
414-362-3868
investorrelations@douglasdynamics.com
Douglas Dynamics Appoints Margaret Dano to its Board of Directors
Dano Brings Wealth of Manufacturing, Management and Board Experience
MILWAUKEE, June 1, 2012 (GLOBE NEWSWIRE) — Douglas Dynamics, Inc. (NYSE:PLOW), the North American leader in the design, manufacture and sale of snow and ice control equipment for light trucks, today announced the appointment of Margaret Dano as a Class III independent director effective June 1, 2012. Ms. Dano will serve as a member of the audit committee, the compensation committee and the nominating and corporate governance Committee.
James L. Janik, President and Chief Executive Officer of Douglas Dynamics, commented, “During her career, Margaret has amassed a wealth of experience both in finance and operations management across the manufacturing industry and is a natural fit with Douglas Dynamics. Her business acumen, considerable expertise at setting growth strategies, and experience serving on the boards of public companies make her uniquely qualified for this position. We welcome Margaret to our board and look forward to her contributions in the years to come.” Since 2010, Ms. Dano has served as lead director for Superior Industries International, Inc. (NYSE: SUP), a designer and manufacturer of aluminum road wheels for sale to original equipment manufacturers. She joined the board of the Van Nuys, California-based company in 2007, and chairs its nominating and corporate governance committee and serves on its audit committee.
Ms. Dano has been a member of the board of directors of International Container Services, a provider of reusable container solutions in the United States, since 2011, and currently serves as lead director and as a member of the compensation committee. She has served on the board of directors and the audit, compensation and governance committees of Fleetwood Enterprises, Inc., and on the board of directors and as lead director and chair of the compensation committee of Anthony International Equipment Services Corp.
Ms. Dano was Vice President, Worldwide Operations of Garrett Engine Boosting Systems, a division of Honeywell International, Inc. (NYSE:HON), from 2002 until her retirement in 2005. Before joining Honeywell, Ms. Dano served in executive or management roles with Avery Dennison Corporation (NYSE:AVY), Black & Decker Corporation and General Electric Corporation (NYSE:GE).
About Douglas Dynamics
Douglas Dynamics is the North American leader in the design, manufacture and sale of snow and ice control equipment for light trucks, which consists of snowplows and sand and salt spreaders, and related parts and accessories. The Company sells its products under the WESTERN®, FISHER® and BLIZZARD® brands, which are among the most established and recognized in the industry. Additional press releases and investor relations information is available at www.douglasdynamics.com.