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): April 11, 2022

CUSTOM TRUCK ONE SOURCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-38186		84-2531628
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
7701 Independence Avenue Kansas City, Missouri		64125
(Address of principal executive offices)		(Zip code)

(816) 241-4888

(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 (17CFR 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 Exchange on Which Registered
Common Stock, $0.0001 par value	CTOS	New York Stock Exchange
Redeemable warrants, exercisable for Common Stock, $0.0001 par value	CTOS.WS	New York Stock Exchange

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 April 8, 2022, the Board of Directors (the “Board”) of Custom Truck One Source, Inc. (the “Company”) appointed Mary M. Jackson to the Board as a Class C Director, to serve until the Company’s 2022 annual meeting of stockholders and until her successor is duly elected and qualified or until her earlier death, resignation, disqualification or removal. The Board also appointed Ms. Jackson to serve as a member of the Audit and Compensation Committees of the Board.

The Board has determined that Ms. Jackson is an independent director under the New York Stock Exchange rules, including additional considerations for compensation committee members, and meets the enhanced independence requirements for audit committee members under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In connection with her appointment, the Company entered into an indemnification agreement with Ms. Jackson providing for the indemnification of and advancement of expenses permitted by Delaware law for claims, suits or proceedings arising out of a director’s service to the Company.

Ms. Jackson will receive the same fees for her service on the Board and its committees as the Company’s other non-employee directors, which fees were disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on June 10, 2021.

Item 7.01.    Regulation FD Disclosure.

A copy of the Company’s press release announcing the election of Ms. Jackson to the Board is attached hereto as Exhibit 99.1.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press release issued April 11, 2022, by Custom Truck One Source, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

SIGNATURE

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.

Date:	April 11, 2022	Custom Truck One Source, Inc.
		/s/ Bradley Meader
		Bradley Meader Chief Financial Officer

EX-99.1

Custom Truck One Source Announces Appointment of Vice Admiral Mary Jackson to Board of Directors

KANSAS CITY, Mo., April 11, 2022 /PRNewswire/ — Custom Truck One Source, Inc. (“Custom Truck” or the “Company”) (NYSE: CTOS) today announced that Vice Admiral Mary Jackson U.S. Navy (Retired) was appointed to its Board of Directors, filling a vacancy. Vice Admiral Jackson was also appointed to serve on both the Audit and Compensation Committees of Custom Truck’s Board. The Company has determined that Vice Admiral Jackson is an independent director under the New York Stock Exchange and Securities and Exchange Commission rules.

“We are extremely fortunate that Vice Admiral Jackson has agreed to become a member of our Board,” said Fred Ross, Custom Truck’s CEO. “Her distinguished and impressive service to our country, as well as her post-civil service accomplishments, would be beneficial to any organization. Everyone at Custom Truck very much looks forward to working with Vice Admiral Jackson.”

Marshall Heinberg, Custom Truck’s Chairman, stated, “I have had the pleasure to know and work with Vice Admiral Jackson in the past and her experience and knowledge will certainly add value to our Board and Company. Her specific experience in logistics and supply-chain management from her naval career will assist Custom Truck in navigating current and future supply chain environments.”

Commenting on her appointment to the Company’s Board Vice Admiral Jackson said, “I am happy to be joining the Custom Truck team and lending my experience and knowledge to the Company, the Board and its Audit and Compensation Committees.”

About Vice Admiral Jackson

Vice Admiral Jackson retired in July 2020 after over three decades of service in the United States Navy. She began her career as a Surface Warfare Officer serving on and off Navy warships achieving command of USS McFAUL (DDG 74), an Arleigh Burke class destroyer. She subsequently went on to command the Navy’s largest Navy base, Naval Station Norfolk where she was the equivalent of a city manager or Mayor for a city with a population of 64,000 people, managing operational and service industries while managing the Navy’s relationship with local agencies, surrounding communities, regulators, and national media. Upon selection as a Flag Officer, Vice Admiral Jackson served in Shore installation Regional and Enterprise level (Navy Installations Command) assignments ultimately accountable for $7.5 billion and 53,000 personnel executing efficient and effective operational, material and personnel programs from facility management, utilities, port and air operations, security, crisis response, and Sailor/family support services (lodging, food services, childcare, fitness) for 71 Navy installations across 10 Regions providing global support to the Navy and Joint forces.

Currently, Vice Admiral Jackson remains engaged through a portfolio of activities, including service as an Independent Director, consulting as an advisor to clients, and serving as a board member for the Greater Jacksonville Area USO and the Surface Navy Association. Additionally, she is the Chair of the Steven A. Cohen Military Family Clinic at Centerstone Jacksonville Advisory Council and serves on the Blue Star Families Racial Equity Committee.

Vice Admiral Jackson holds a Bachelors Degree in Physics (Oceanography emphasis) from the United States Naval Academy and a Masters of Engineering Management from The George Washington University.

About Custom One Truck One Source

Custom Truck One Source, Inc. (NYSE: CTOS) is a leading provider of specialized truck and heavy equipment solutions to the utility, telecommunications, rail and infrastructure markets in North America. The Company's solutions include rentals, sales, aftermarket parts, tools, accessories and service, equipment production, manufacturing, financing solutions, and asset disposal. With vast equipment breadth, the Company's team of experts service its customers across an integrated network of locations across North America. For more information, please visit customtruck.com.

Investor Contact

Brian Perman, Vice President, Investor Relations

844-403-6138

investors@customtruck.com

XML

Cover Page	Apr. 11, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 11, 2022
Entity Registrant Name	CUSTOM TRUCK ONE SOURCE, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38186
Entity Tax Identification Number	84-2531628
Entity Address, Address Line One	7701 Independence Avenue
Entity Address, City or Town	Kansas City
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	64125
City Area Code	816
Local Phone Number	241-4888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001709682
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	CTOS
Security Exchange Name	NYSE
Redeemable Warrants
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for Common Stock, $0.0001 par value
Trading Symbol	CTOS.WS
Security Exchange Name	NYSE