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): July 20, 2023

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Ohio	0-1402	34-1860551
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)

22801 St Clair Avenue

Cleveland, Ohio 44117

(Address of principal executive offices, with zip code)

(216) 481-8100

(Registrant’s 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 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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of exchange<br> <br>on which registered
Common Shares, without par value	LECO	The NASDAQ Stock Market LLC

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 July 20, 2023, the Board of Directors (the “Board”) of Lincoln Electric Holdings, Inc. (the “Company”) increased its size from ten to eleven members and elected Bonnie J. Fetch to fill the resulting vacancy. Ms. Fetch was also appointed to the Audit and the Finance Committees of the Board. Ms. Fetch is the Vice President, Global Supply Chain and Manufacturing for Cummins Inc., a global power technology solutions leader.

The Board has determined that Ms. Fetch is independent under the listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Ms. Fetch and any other persons pursuant to which Ms. Fetch was elected as a Director.

As a non-employee, independent Director, Ms. Fetch will receive compensation in the same manner as the Company’s other non-employee Directors, which compensation was previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 17, 2023. The initial restricted stock unit award is pro-rated based on length of service until the next regularly scheduled meeting where annual awards are granted, which will occur in December 2023. Ms. Fetch received 264 restricted stock units under the Company’s Stock Plan for Non-Employee Directors in connection with her election to the Board.

The Company is entering into its standard indemnification agreement with Ms. Fetch (the “Indemnification Agreement”). The form of the Indemnification Agreement is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 29, 2012 and is incorporated herein by reference. The Indemnification Agreement supplements the indemnification coverage afforded by the Company’s Amended and Restated Code of Regulations under Ohio law.

A copy of the Company’s press release announcing the election of Ms. Fetch is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

99.1	Press release announcing the election of Bonnie J. Fetch to the Board, dated July 21, 2023.
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.

	LINCOLN ELECTRIC HOLDINGS, INC.
Date: July 21, 2023	By:	/s/ Jennifer I. Ansberry
		Jennifer I. Ansberry, Executive Vice President,<br> <br>General Counsel & Secretary

EX-99.1

Exhibit 99.1

L I N C O L N E L E C T R I C H O L D I N G S , I N C .

22801 Saint Clair Avenue • Cleveland, Ohio 44117 • U.S.A.

N E W S • R E L E A S E

BONNIE J. FETCHELECTED TO LINCOLN ELECTRIC’S BOARD OF DIRECTORS

CLEVELAND, Friday, July 21, 2023 — Lincoln Electric Holdings, Inc., (Nasdaq: LECO) today announced that Bonnie J. Fetch, Vice President, Global Supply Chain and Manufacturing, for Cummins Inc. (NYSE: CMI), has been elected to Lincoln Electric’s Board of Directors, effective July 20, 2023. She will serve as a member of the Audit Committee and the Finance Committee. Ms. Fetch’s appointment expands Lincoln Electric’s Board to 11 directors, 10 of whom are independent.

“We are pleased to welcome Bonnie Fetch to the Board,” said Christopher L. Mapes, Chairman, President and Chief Executive Officer. “As Lincoln Electric advances operational excellence within our Lincoln Business System, Bonnie’s perspective and successful track record leading global supply chain and operational initiatives in the industrials machinery sector will lend tremendous value in helping us advance our long-term strategic goals.”

Ms. Fetch serves as Vice President, Global Supply Chain and Manufacturing, for Cummins Inc., a global power technology solutions leader. In this role, she leads Cummins’ complex and integrated global supply chain functions, as well as Cummins’ New and ReCon Parts business and Remanufacturing operations. Prior to joining Cummins in 2018, Ms. Fetch held numerous global leadership roles in general management, operations, supply chain and human resources during her twenty-year career at Caterpillar Inc. Prior to Caterpillar, she led full service restaurants and owned a small business in the travel industry. Ms. Fetch received her B.S. degree in Applied Organizational Management from University of St. Francis and completed post-graduated studies in leadership and organizational behavior, as well as executive programs at Stanford University and Singularity University.

Business

Lincoln Electric is the world leader in the engineering, design, and manufacturing of advanced arc welding solutions, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment, and has a leading global position in brazing and soldering alloys. Lincoln is recognized as the Welding Expert^™^ for its leading materials science, software development, automation engineering, and application expertise, which advance customers’ fabrication capabilities to help them build a better world. Headquartered in Cleveland, Ohio, Lincoln has 71 manufacturing locations in 20 countries and a worldwide network of distributors and sales offices serving customers in over 160 countries. For more information about Lincoln Electric and its products and services, visit the Company’s website at

https://www.lincolnelectric.com.

Contact

Amanda Butler

Vice President, Investor Relations & Communications

Tel: 216.383.2534

Email: Amanda_Butler@lincolnelectric.com

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