8-K
Alamo Group Inc (ALG)
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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): December 10, 2021 (December 9, 2021)
Alamo Group Inc.
(Exact name of registrant as specified in its charter)
| State of Delaware | 0-21220 | 74-1621248 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 1627 E. Walnut, Seguin, Texas | 78155 | |
| --- | --- | |
| (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<br><br>$.10 per share | ALG | New York Stock Exchange |
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.
(d) At a meeting of the Company's Board of Directors on December 9, 2021, Ms. Nina C. Grooms was elected as a director effective immediately. The Board determined that Ms. Grooms is independent in accordance with the director independence standards established under the Company's Corporate Governance Guidelines. Ms. Grooms will initially be a member of the Audit Committee of the Board.
Ms. Grooms, 53, is Chief Product Officer of May Mobility, a leader in autonomous vehicle technology with a mission to transform communities through the development and deployment of safe and accessible autonomous vehicles. Ms. Grooms has served as May Mobility's Chief Product Officer since 2020. She served as Chief Product Owner for Ford Motor Company's Autonomous Vehicle Software Solutions Group from 2019 to 2020, as Ford's Global Chief Operating Officer for FordPass Iot Software Solutions from 2018 to 2019 and as Global General Manager of Ford's Digital Software Services for Iot Software from 2017 to 2018. From 2012 to 2017, Ms. Grooms held various managerial positions with the General Electric Company, including as Vice-President, Global Customer & Services Marketing, IoT Software at GE Digital from 2016 to 2017.
In connection with her election as a director, Ms. Grooms will receive 286 shares of restricted stock awards pursuant to the Company's 2019 Equity Incentive Plan. The restricted stock awards will vest ratably over the next three years. In addition, Ms. Grooms will be eligible to participate in the Company's director compensation arrangements which are more fully described in the Company's 2021 definitive proxy statement.
The Company is not aware of any related party transactions between Ms. Grooms, on the one hand, and the Company, on the other hand, subject to disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the press release regarding the election of Ms. Grooms to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02(d).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release datedDecember 9, 2021 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document |
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.
| December 10, 2021 | By: /s/ Edward T. Rizzuti |
|---|---|
| Edward T. Rizzuti | |
| Vice President, General Counsel & Secretary |
Document
| For: | Alamo Group Inc. | ||
|---|---|---|---|
| Contact: | Dan E. Malone | ||
| Executive Vice President & CSO | |||
| 830-372-9581 | |||
| Financial Relations Board | |||
| Joe Calabrese | |||
| 212-827-3772 |
ALAMO GROUP ANNOUNCES BOARD EXPANSION
AND APPOINTMENT OF NEW BOARD MEMBER
SEGUIN, Texas, December 9, 2021 -- Alamo Group Inc. (NYSE: ALG) is pleased to announce that it has expanded the membership of its Board of Directors from eight to nine members and has appointed Nina Grooms as a new independent member of the Board, effective December 9, 2021.
Ms. Grooms has three decades of industry experience and is currently Chief Product Officer of May Mobility. Based in Ann Arbor, Michigan, May Mobility is a leader in autonomous vehicle technology with a mission to transform communities through the development and deployment of safe and accessible autonomous vehicles. Ms. Grooms has been with May Mobility since 2020 and before that served in various management positions with Ford Motor Company, most recently as Chief Product Owner for Ford’s Autonomous Vehicle Software Solutions Group. Prior to her service with Ford, from 2012 to 2017, Ms. Grooms held various managerial positions with the General Electric Company, including as Vice-President, Global Customer & Services Marketing, IoT Software at GE Digital. Ms. Grooms holds a degree in Mechanical Engineering from the University of California, Berkeley and an MBA from Harvard University.
Roderick R. Baty, Alamo Group’s Chairman said “We are extremely pleased that Nina has joined Alamo Group’s Board. She brings valuable experience gained working in managerial positions for several large, sophisticated industrial companies. Her strong background in product development, IoT and autonomous vehicles is a key strength that will certainly assist Alamo Group in its ongoing development.”
About Alamo Group
Alamo Group is a leader in the design, manufacture, distribution and service of high quality equipment for infrastructure maintenance, agriculture and other applications. Our products include truck and tractor mounted mowing and other vegetation maintenance equipment, street sweepers, snow removal equipment, excavators, vacuum trucks, other industrial equipment, agricultural implements, forestry equipment and related after-market parts and services. The Company, founded in 1969, has
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approximately 4,100 employees and operates 27 plants in North America, Europe, Australia and Brazil as of September 30, 2021. The corporate offices of Alamo Group Inc. are located in Seguin, Texas.
Forward Looking Statements
This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Among those factors which could cause actual results to differ materially are the following: overall market demand, continuing impacts from the COVID-19 pandemic including ongoing and new supply chain disruptions, negative impacts stemming from changes in executive leadership positions, further reductions in customer demand, sales and profitability declines, operational disruptions, full or partial facility closures, and other similar impacts, competition, weather, seasonality, currency-related issues, and other risk factors listed from time to time in the Company’s SEC reports. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date.