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): September 4, 2012
The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin |
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1-11978 |
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39-0448110 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
2400 S. 44th Street, Manitowoc, Wisconsin 54221-0066
(Address of principal executive offices including zip code)
(920) 684-4410
(Registrants telephone number, including area code)
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 Instructions 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.
On September 4, 2012, The Manitowoc Company, Inc. (the Company) issued a press release announcing that Joan K. Chow has been appointed to its board of directors effective immediately. The addition of Ms. Chow to the board brings the total number of directors serving to 9. The Companys bylaws provide that the number of directors may be from 7 to 12. Ms. Chow will stand for election at the Companys Manitowocs May 7, 2013 shareholder meeting as part of the class of directors whose terms upon re-election will expire at the annual shareholder meeting in 2016. As part of her board responsibilities, Ms. Chow will also serve on the Audit Committee. Neither the Company nor Ms. Chow is aware of any transactions with related persons that require disclosure under Section 404(a) of Regulation S-K (17 CFR 229.404(a)).
Ms. Chow and the Company have entered into an Indemnity Agreement in the Form filed as Exhibit 10(b) to the Companys Annual Report on Form 10-K for the fiscal year ended July 1, 1989. In addition, Ms. Chow will be eligible to participate in (a) the Companys 2004 Non-Employee Director Stock and Awards Plan, as amended, and (b) the Companys Deferred Compensation Plan, as amended and restated.
The Company is filing its press release as Exhibit 99.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated September 4, 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 thereunto duly authorized.
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THE MANITOWOC COMPANY, INC. |
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(Registrant) |
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DATE: September 4, 2012 |
/s/ Maurice D. Jones |
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Maurice D. Jones |
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Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
NEWS RELEASE
The Manitowoc Company Appoints Joan Chow
to its Board of Directors
MANITOWOC, Wis. September 4, 2012 The Manitowoc Company, Inc. (NYSE: MTW) announced today that Joan Chow has been appointed to the companys Board of Directors, effective September 4, 2012. The addition of Ms. Chow brings the total number of directors to nine.
Ms. Chow, age 52, currently serves as the Executive Vice President and Chief Marketing Officer at ConAgra Foods, Inc., where she is responsible for leading ConAgras global marketing team, including integrated marketing planning, advertising, social media, consumer insights, brand design, and multicultural marketing. Previously, Ms. Chow was Senior Vice President/Chief Marketing Officer of Sears Holdings Corporation, responsible for leading Sears Retail marketing.
We are extremely pleased to welcome Joan to Manitowoc and our Board of Directors. We believe that her demonstrated leadership skills and marketing/product expertise will be a valuable addition to our company. I look forward to working with Joan as we progress and continue to execute on our strategic priorities, stated Glen E. Tellock, Manitowocs chairman and chief executive officer.
Ms. Chow previously served on the Board of Directors at RC2 Corporation, a leading designer, producer, and marketer of various innovative and high-quality products for mothers, infants, and toddlers, and currently serves on the Board of Directors for Feeding America, a nonprofit organization, and on the Board of Directors of the Association of National Advertisers. Ms. Chow earned her bachelors degree from Cornell University and an MBA from the Wharton School of the University of Pennsylvania.
Ms. Chow will stand for election at Manitowocs May 7, 2013 shareholder meeting.
About The Manitowoc Company, Inc.
Founded in 1902, The Manitowoc Company, Inc. is a multi-industry, capital goods manufacturer with over 115 manufacturing, distribution, and service facilities in 25 countries. The company is recognized globally as one of the premier innovators and providers of crawler cranes, tower cranes, and mobile cranes for the heavy construction industry, which are complemented by a slate of industry-leading product support services. In addition, Manitowoc is one of the worlds leading innovators and manufacturers of commercial foodservice equipment, which includes 25 market-leading brands of hot- and cold-focused equipment. In 2011, Manitowocs revenues totaled $3.7 billion, with more than half of these revenues generated outside of the United States.
Forward-looking Statements
This press release includes forward-looking statements intended to qualify for the safe harbor from liability under the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of the management of the company and are subject to uncertainty and changes in circumstances. Forward-looking statements include, without limitation, statements typically containing words such as intends, expects, anticipates, targets, estimates, and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results and developments to differ materially include, among others:
· the effect of a new or additional Board member on Company performance; and
· risks and other factors cited in Manitowocs filings with the United States Securities and Exchange Commission.
Manitowoc undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements only speak as of the date on which they are made. Information on the potential factors that could affect the companys actual results of operations is included in its filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
For more information:
Maurice D. Jones
Senior Vice President, General Counsel and Secretary
920-652-1741