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): February 12, 2018

LINDSAY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-13419	47-0554096
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
2222 North 111th Street Omaha, Nebraska		68164
(Address of principal executive offices)		(Zip Code)

(402) 829-6800

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

(b)    On February 12, 2018, William F. Welsh II informed Lindsay Corporation (the “Company”) that he will not stand for re-election as a director when his term expires at the Company’s annual meeting of stockholders to be held in December 2018 (the “December 2018 Annual Meeting”). Mr. Welsh’s decision not to stand for re-election was not the result of any disagreement with the Company.

(d)    On February 12, 2018, the Company’s Board of Directors expanded the size of the Board of Directors from eight to nine members and appointed Consuelo E. Madere as a director effective immediately. Ms. Madere is a member of the class of directors with a term expiring at the December 2018 Annual Meeting. Ms. Madere has been appointed to serve on the Audit Committee.

Ms. Madere will receive compensation for serving as a director consistent with the description of compensation of non-employee directors included in the section entitled “Compensation of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 21, 2017.

Ms. Madere is expected to enter into an Indemnification Agreement with the Company in the form attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2008.

There are no arrangements or understandings between Ms. Madere and any other person pursuant to which Ms. Madere was appointed as a director, and there are no transactions between Ms. Madere and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing Ms. Madere’s appointment to the Company’s Board of Directors and Mr. Welsh’s forthcoming departure is furnished herewith as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

10.1 Form of Indemnification Agreement between the Company and its Officers and Directors, previously filed as Exhibit 10.2 with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2008 and incorporated herein by reference.

99.1 Press Release, dated February 12, 2018, issued by the Company.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 12, 2018	LINDSAY CORPORATION
	By:	/s/ Brian L. Ketcham
		Brian L. Ketcham, Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

2222 NO. 111^TH ST. OMAHA, NE 68164 TEL: 402-829-6800 FAX: 402-829-6836

For further information, contact:
LINDSAY CORPORATION:	HALLIBURTON INVESTOR RELATIONS:
Brian Ketcham	Hala Elsherbini or Geralyn DeBusk
Vice President & Chief Financial Officer	972-458-8000
402-827-6579

Lindsay Corporation Announces Changes to Board of Directors

Consuelo E. Madere Appointed as Director

William F. Welsh II Announces Intention to Retire from Board at Conclusion of his Current Term

OMAHA, Neb., February 12, 2018—Lindsay Corporation (NYSE: LNN), a leading provider of irrigation systems and infrastructure products, announced today that Consuelo E. Madere has been appointed to its board of directors. Madere is the President of Proven Leader Advisory, LLC, a management consulting and executive coaching firm she founded in 2014. She is a former Executive Officer of Monsanto, a leading global provider of innovative, sustainable agricultural solutions. She has over 30 years of domestic and global experience at Monsanto, spanning manufacturing, strategy, technology, business development, profit & loss responsibility and general management. She served in a number of key leadership positions with significant P&L responsibility across Europe, Middle East and Africa as well as Asia and key markets within the US business. She retired from Monsanto Company in 2013 as Vice President of the company’s Global Vegetables and Asia commercial businesses and was a member of the CEO’s executive leadership team.

Madere serves as a Director of Nutrien (NYSE: NTR), the world’s largest fertilizer company which recently was formed by the merger of Potash Corp of Saskatchewan and Agrium Inc. She also serves as a director of S&W Seed Company (NASDAQ: SANW), a leading provider of alfalfa, sorghum, sunflower and stevia seeds. From 2014 to January 2018 she served as a director at PotashCorp (NYSE: POT) and was a member of the Audit Committee and the Safety, Health and Environment Committee. Madere serves on the Dean’s Advisory Council of the Louisiana State University Honors College, and is a member of the Latin Corporate Directors Association as well as the Hispanic Association on Corporate Responsibility. Her awards include the Vista Magazine Corporate Achievement Award for “Hispanic Women in Business.” Her professional degrees include an MBA from the University of Iowa and a Bachelor of Science degree in Chemical Engineering from Louisiana State University.

“Lindsay’s Corporate Governance & Nominating Committee, in consultation with the full Board, developed a detailed set of skills and attributes it sought in a new director. We are very pleased to have selected Consuelo from this process,” said Michael C. Nahl, Lindsay’s chairman. “Her strong background in agriculture, combined with her corporate governance experience serving on public company boards, will allow her to make significant contributions to Lindsay’s continued success.”

“I am very pleased to have Consuelo join the Lindsay board. Her agriculture experiences in R&D and international markets will help Lindsay Corporation continue to grow as an innovation-based company that pursues opportunities in many attractive international markets,” stated Timothy L. Hassinger, Lindsay’s CEO and President.

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Madere will serve for a term which will expire at the December 2018 annual meeting, and she will be nominated in the Company’s next proxy statement for a three-year term to expire in 2021.

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William F. Welsh II, a Lindsay director since 2001, has informed the company of his intention to retire upon the conclusion of his term at the upcoming December 2018 annual meeting.    “Bill has made very important contributions to Lindsay’s growth over the past 17 years and we will miss his advice and counsel,” stated Mr. Nahl.

About the Company

Lindsay manufactures and markets irrigation equipment primarily used in agricultural markets which increase or stabilize crop production while conserving water, energy, and labor. The Company also manufactures and markets infrastructure and road safety products under the Lindsay Transportation Solutions trade name. At December 18, 2017 Lindsay had approximately 10.7 million shares outstanding, which are traded on the New York Stock Exchange under the symbol LNN.

For more information regarding Lindsay Corporation, see the Company’s Web site at www.lindsay.com.

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