8-K
ENERPAC TOOL GROUP CORP (EPAC)
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): January 19, 2021
ENERPAC TOOL GROUP CORP.
(Exact name of Registrant, as specified in its charter)
| Wisconsin | 1-11288 | 39-0168610 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
N86 W12500 WESTBROOK CROSSING
MENOMONEE FALLS, WISCONSIN 53051
Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (262) 293-1500
Former name or 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 (see General Instruction A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.20 per share | EPAC | New York Stock Exchange |
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 January 19, 2021, the shareholders of Enerpac Tool Group Corp. (the “Company”) approved an amendment and restatement of the Enerpac Tool Group Corp. 2017 Omnibus Incentive Plan (the “2017 Omnibus Incentive Plan”) which, among other things, increased the shares that may be awarded under the 2017 Omnibus Incentive Plan by 3,500,000 shares. A description of the 2017 Omnibus Incentive Plan, as so amended and restated, is included on pages 9 through 14 of the Company’s definitive proxy statement for the Annual Meeting (as defined below), filed with the Securities and Exchange Commission on December 4, 2020, which description is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of the Shareholders (the “Annual Meeting”) of the Company was held January 19, 2021. At the Annual Meeting, shareholders elected the following directors to serve until the Company’s next annual meeting and until their successors are elected and qualified:
| Shares Voted in Favor | Shares Withholding Authority | Broker Non-Votes | |
|---|---|---|---|
| Alfredo Altavilla | 54,837,335 | 1,160,751 | 1,650,010 |
| Judy L. Altmaier | 54,845,600 | 1,152,486 | 1,650,010 |
| Randal W. Baker | 55,767,141 | 230,945 | 1,650,010 |
| J. Palmer Clarkson | 54,112,574 | 1,885,512 | 1,650,010 |
| Danny L. Cunningham | 54,218,459 | 1,779,627 | 1,650,010 |
| E. James Ferland | 47,106,573 | 8,891,513 | 1,650,010 |
| Richard D. Holder | 54,800,644 | 1,197,442 | 1,650,010 |
| Sidney S. Simmons | 54,200,348 | 1,797,738 | 1,650,010 |
The following reflects voting for matters other than the election of directors brought for a shareholder vote at the Annual Meeting:
| Shares Voted in Favor of | Shares Voted Against | Abstentions | Broker Non-Votes | |
|---|---|---|---|---|
| Ratification of Ernst & Young LLP as the Company’s independent auditor | 55,500,616 | 2,142,359 | 5,121 | 0 |
| Advisory vote on the compensation of the Company's Named Executive Officers | 55,152,847 | 822,117 | 23,122 | 1,650,010 |
| Approval of an amendment and restatement of the 2017 Omnibus Incentive Plan | 54,483,880 | 1,494,628 | 19,578 | 1,650,010 |
As a result, all such matters were approved by the respective requisite votes of the shareholders.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit | |
|---|---|
| Number | Description |
| 10.1 | Enerpac Tool Group Corp. 2017 Omnibus Incentive Plan (as amended and restated November 9, 2020), incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed by Enerpac Tool Group Corp. on December 4, 2020 |
| 104 | Cover Page Interactive Data File (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.
| Date: January 20, 2021 | ||
|---|---|---|
| ENERPAC TOOL GROUP CORP. | ||
| By: | /s/ Fabrizio Rasetti | |
| Fabrizio Rasetti | ||
| Executive Vice President, General Counsel | ||
| and Secretary |