8-K

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):  November 6, 2018

H&E Equipment Services, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-51759

Delaware	81-0553291
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

7500 Pecue Lane

Baton Rouge, LA 70809

(Address of principal executive offices, including zip code)

(225) 298-5200

(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:

[  ]   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))

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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2018, the Board of Directors (the “Board”) of H&E Equipment Services, Inc. (the “Company”) approved the promotion of Bradley W. Barber to President and Chief Executive Officer, effective January 1, 2019.  Mr. Barber has served as the Company’s President and Chief Operating Officer since November 2012.  In addition, the Board appointed Mr. Barber as a director of the Company to fill a vacancy created by an expansion of the size of the Board from eight to nine members, in each case, effective January 1, 2019.  The Board has not yet made a determination regarding the committees on which Mr. Barber will serve, if any.

In connection with the promotion of Mr. Barber to Chief Executive Officer, on November 6, 2018, the Board determined that, effective January 1, 2019, John M. Engquist will no longer hold the title of Chief Executive Officer.  However, Mr. Engquist will continue in his role as a director of the Company and the Board appointed Mr. Engquist as the Executive Chairman of the Board, also effective January 1, 2019.  As Executive Chairman, Mr. Engquist will lead the Company in its strategic planning and oversee merger and acquisition opportunities on a full-time basis, as well as corporate finance matters.

Item 8.01    Other Events

On November 9, 2018, the Company issued a press release announcing the promotion of Mr. Barber to President and Chief Executive Officer and the appointment of Mr. Engquist as Executive Chairman of the Board, in each case, effective January 1, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

99.1    Press Release, dated November 9, 2018.

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.

	H&E Equipment Services, Inc.
Date: November 9, 2018	By:	/s/ Leslie S. Magee
		Name:  Leslie S. Magee
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

  

 

Contacts:

Leslie S. Magee

Chief Financial Officer

225-298-5261

lmagee@he-equipment.com

Kevin S. Inda

Vice President of Investor Relations

225-298-5318

kinda@he-equipment.com

H&E Equipment Services Announces Changes to Executive Management and the Board of Directors

BATON ROUGE, Louisiana — (November 9, 2018) — H&E Equipment Services, Inc. (NASDAQ: HEES) today announced the appointment of Bradley W. Barber as Chief Executive Officer, President and a Director of the Company, effective January 1, 2019. Mr. Barber will succeed current Chief Executive Officer, John M. Engquist, who has been appointed Executive Chairman of the Board of Directors, effective January 1, 2019. Gary W. Bagley, current Chairman of the Board, will remain a Director of the Company.

Mr. Engquist commented, “We are pleased to announce Brad’s expanded role with the Company. Brad has been instrumental in H&E’s success over the years and we look forward to his leadership and his contributions to the Company’s future growth. As Executive Chairman of the Board, I will lead H&E in its strategic planning and oversee merger and acquisition opportunities on a full-time basis.  I will continue to work with Leslie Magee, CFO and Secretary, to ensure we have the appropriate capital structure to support our growth plans and to maintain the financial health of the Company. Lastly, we are most grateful for Gary’s leadership as Chairman of the Board and a Director of the Company since the Company’s formation in 2005 and look forward to his continued service as a Director.”  

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H&E Equipment Services Announces Changes to Executive Management and the Board of Directors

Page 2

November 9, 2018

About H&E Equipment Services, Inc.

The Company is one of the largest integrated equipment services companies in the United States with 89 full-service facilities throughout the West Coast, Intermountain, Southwest, Gulf Coast, Mid-Atlantic and Southeast regions. The Company is focused on heavy construction and industrial equipment and rents, sells and provides parts and services support for four core categories of specialized equipment: (1) hi-lift or aerial platform equipment; (2) cranes; (3) earthmoving equipment; and (4) industrial lift trucks. By providing equipment rental, sales, on-site parts, repair and maintenance functions under one roof, the Company is a one-stop provider for its customers’ varied equipment needs. This full service approach provides the Company with multiple points of customer contact, enabling it to maintain a high quality rental fleet, as well as an effective distribution channel for fleet disposal and provides cross-selling opportunities among its new and used equipment sales, rental, parts sales and services operations. 

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations are forward-looking statements. Statements containing the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, “intend”, “foresee” and similar expressions constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following: (1) general economic conditions and construction and industrial activity in the markets where we operate in North America; (2) our ability to forecast trends in our business accurately, and the impact of economic downturns and economic uncertainty in the markets we serve; (3) the impact of conditions in the global credit and commodity markets and their effect on construction spending and the economy in general; (4) relationships with equipment suppliers; (5) increased maintenance and repair costs as we age our fleet and decreases in our equipment’s residual value; (6) our indebtedness; (7) risks associated with the expansion of our business; (8) our possible inability to integrate any businesses we acquire; (9) competitive pressures; (10) security breaches and other disruptions in our information technology systems; (11) adverse weather events or natural disasters; (12) compliance with laws and regulations, including those relating to environmental matters and corporate governance matters; and (13) other factors discussed in our public filings, including the risk factors included in the Company’s most recent Annual Report on Form 10-K. Investors, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we are under no obligation to publicly update or revise any forward-looking statements after the date of this release.

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