UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 May 1, 2023, the Board of Directors of The Manitowoc Company, Inc. (the “Company”) appointed Ryan M. Palmer, the Company’s Vice President and Corporate Controller, as the Company’s principal accounting officer. Brian P. Regan, the Company’s Executive Vice President and Chief Financial Officer, continues to be the Company’s principal financial officer.
Mr. Palmer, 33, has served as Vice President and Corporate Controller of the Company since May 2022. Prior to his appointment, he was the Assistant Corporate Controller of the Company since September 2020, and served in other positions of increasing responsibilities within the Company’s corporate finance team since joining the Company in August 2017. Prior to joining the Company, Mr. Palmer served in positions of increasing responsibility at Deloitte & Touche LLP from 2013 until 2017. Mr. Palmer is a certified public accountant. Mr. Palmer holds a Master of Professional Accountancy and a Bachelor of Business Administration in accounting from the University of Wisconsin – Whitewater.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the Company’s shareholders voted on: (i) the election of nine directors; (ii) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; (iii) an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive Proxy Statement, dated March 23, 2023, for the 2023 Annual Meeting (the “2023 Proxy Statement”); and (iv) an advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
The nominees named below were elected as directors at the 2023 Annual Meeting to each serve a one-year term expiring at the Company’s Annual Meeting of Shareholders to be held in 2023 and until their respective successors are duly elected and qualified, by the indicated votes cast:
Name of Nominee |
For |
Withheld |
Broker Non-Votes |
Anne E. Bélec |
21,417,411 |
2,995,153 |
4,114,687 |
Robert G. Bohn |
13,863,558 |
10,549,006 |
4,114,687 |
Anne M. Cooney |
20,965,297 |
3,447,267 |
4,114,687 |
Amy R. Davis |
24,018,699 |
393,865 |
4,114,687 |
Kenneth W. Krueger |
21,059,204 |
3,353,360 |
4,114,687 |
Robert W. Malone |
21,420,294 |
2,992,270 |
4,114,687 |
C. David Myers |
23,754,763 |
657,801 |
4,114,687 |
John C. Pfeifer |
21,146,822 |
3,265,742 |
4,114,687 |
Aaron H. Ravenscroft |
24,079,590 |
332,974 |
4,114,687 |
The appointment of Deloitte & Touche LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2023, was ratified by the indicated votes cast:
For |
Against |
Abstentions |
Broker Non-Votes |
28,195,187 |
299,877 |
32,187 |
0 |
The advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the 2023 Proxy Statement, was approved by the indicated votes cast:
For |
Against |
Abstentions |
Broker Non-Votes |
18,364,173 |
5,992,567 |
55,824 |
4,114,687 |
The shareholders expressed a preference that an advisory vote on the compensation of the Company’s named executive officers occur every year by the indicated votes cast:
Every Year |
Every Two Years |
Every Three Years |
Abstentions |
Broker Non-Votes |
21,904,694 |
58,982 |
2,371,080 |
77,808 |
4,114,687 |
In accordance with the results of this vote, the Board of Directors of the Company determined to implement an advisory shareholder vote on the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, which is scheduled to occur at the Company’s 2029 annual meeting of shareholders.
Further information concerning the matters voted upon at the 2023 Annual Meeting is contained in the 2023 Proxy Statement.
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.
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THE MANITOWOC COMPANY, INC. |
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Date: |
May 2, 2023 |
By: |
/s/ Jennifer L. Peterson |
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Jennifer L. Peterson |