Alamo Group Inc 8-K, filed May 8, 2023
Alamo Group Inc (ALG)
8-K
2023-05-08
For: 2023-05-08
View Original
Added on
April 11, 2026
About this 8-K
Alamo Group Inc filed this 8-K on May 8, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
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): May 8, 2023 (May 4, 2023)
(Exact name of registrant as specified in its charter)
State of | ||||||||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||
| (Address of Registrant’s principal executive offices) | (Zip Code) | ||||
(830 ) 379-1480
Registrant's telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Common Stock, par value $.10 per share | ||||||||
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:
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 4, 2023, the Board of Directors of the Company approved an amendment to the Change in Control Agreements between the Company and Messrs. Richard J. Wehrle, Dan E. Malone and Edward T. Rizzuti increasing their severance factor under such agreements from 1.5 times annual base salary plus the annual target cash bonus to 2 times such amount.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 4, 2023, Alamo Group Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 14, 2023.
Set forth below, with respect to each proposal, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes:
Proposal 1 - Election of directors
The majority of stockholders approved the election of all eight of the nominees for director to serve until the next Annual Meeting or until their successors are duly elected and qualified. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Roderick R. Baty | 10,781,124 | 343,067 | 4,596 | 276,543 | |||||||||||||||||||
| Robert P. Bauer | 10,944,755 | 179,436 | 4,596 | 276,543 | |||||||||||||||||||
| Eric P. Etchart | 10,728,780 | 395,312 | 4,695 | 276,543 | |||||||||||||||||||
| Nina C. Grooms | 11,077,439 | 46,653 | 4,695 | 276,543 | |||||||||||||||||||
| Tracy C. Jokinen | 11,087,020 | 36,995 | 4,772 | 276,543 | |||||||||||||||||||
| Jeffery A. Leonard | 11,101,926 | 22,266 | 4,595 | 276,543 | |||||||||||||||||||
| Richard W. Parod | 11,063,088 | 61,102 | 4,597 | 276,543 | |||||||||||||||||||
| Lorie L. Tekorius | 11,077,362 | 46,655 | 4,770 | 276,543 | |||||||||||||||||||
Proposal 2 - Advisory vote on compensation of named executive officers
The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers as described in our Proxy Statement, by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 10,995,340 | 122,500 | 10,947 | 276,543 | |||||||||||||||||
Proposal 3 - Advisory vote on the frequency with which to hold an advisory vote concerning named executive officer compensation
The stockholders voted, on an advisory, non-binding basis, that the frequency of the advisory vote on compensation of our named executive officers should be held as set forth in the table below:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||||||||||||||||
| 8,748,815 | 905 | 2,373,555 | 5,512 | 276,543 | |||||||||||||||||||
Based on these results and consistent with a majority of votes cast with respect to this matter, the Company's board of directors adopted a policy to hold an advisory vote on compensation of the named executive officers every year.
Proposal 4 - Ratification of appointment of KPMG LLP as independent auditor for fiscal year 2023
The appointment of KPMG LLP to serve as the Company's independent auditor for the fiscal year ending December 31, 2023 was ratified. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 11,098,113 | 301,472 | 5,745 | — | |||||||||||||||||
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.
| May 8, 2023 | By: /s/ Edward T. Rizzuti | ||||
| Edward T. Rizzuti | |||||
| Executive Vice President, General Counsel & Secretary | |||||