Lincoln Electric Holdings Inc 8-K, filed Feb 16, 2022
Lincoln Electric Holdings Inc (LECO)
About this 8-K
Lincoln Electric Holdings Inc filed this 8-K on February 16, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 16, 2022, Stephen G. Hanks notified the Board of Directors (the “Board”) of Lincoln Electric Holdings, Inc. (the “Company”) of his intention to retire from the Board and not to stand for re-election upon the expiration of his current term, which expires at the Company’s 2022 annual meeting of shareholders. Mr. Hanks has served on the Board for over 15 years. Mr. Hanks’ retirement will become effective as of the date of the Company’s 2022 annual meeting of shareholders.
On February 16, 2022, the Board of the Company increased its size from twelve to thirteen members and elected Brian D. Chambers to fill the resulting vacancy. Mr. Chambers was also appointed to the Audit and the Finance Committees of the Board. Mr. Chambers is the Chair and Chief Executive Officer of Owens Corning, an Ohio-based global building and construction materials company.
The Board has determined that Mr. Chambers is independent under the listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Mr. Chambers and any other persons pursuant to which Mr. Chambers was elected as a Director.
As a non-employee, independent Director, Mr. Chambers 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 19, 2021, with one update to the previous disclosure that the approximate value of each of the annual restricted stock unit award and initial restricted stock unit award was increased from $135,000 to $145,000. 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 2022. Mr. Chambers received 927 restricted stock units under the Company’s Stock Plan for Non-Employee Directors in connection with his election to the Board.
The Company has entered into its standard indemnification agreement with Mr. Chambers (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 Mr. Chambers’ election 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 Brian Chambers to the Board, dated February 16, 2022. |
| 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: February 16, 2022 |
By: |
/s/ Jennifer I. Ansberry | ||
| Jennifer I. Ansberry, Executive Vice President, General Counsel & Secretary | ||||
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
BRIAN D. CHAMBERS ELECTED TO LINCOLN ELECTRIC BOARD
CLEVELAND, Wednesday, February 16, 2022 — Lincoln Electric Holdings, Inc., (Nasdaq: LECO) today announced that Brian D. Chambers, 55, Chair and Chief Executive Officer of Owens Corning (NYSE: OC), has been elected to Lincoln Electric’s Board of Directors (the “Board”), effective February 16, 2022. He has been appointed to serve on the Audit and the Finance Committees. Mr. Chambers’ appointment expands Lincoln Electric’s Board to 13 directors, 12 of whom are independent, non-employee directors.
“We are pleased to welcome Brian Chambers to the Board and look forward to his guidance and many contributions,” said Christopher L. Mapes, Chairman, President and Chief Executive Officer. “Brian’s extensive leadership roles bring a global perspective and a strategic and innovative mindset that will enhance our focus on sustainability, and lend tremendous value in helping us advance our Higher Standard 2025 Strategy.”
Mr. Chambers was appointed Chief Executive Officer of Owens Corning, a global building and construction materials leader, in 2019 and elected Chair in 2020. He has served in a number of senior leadership roles during his over 17 years with the company. Mr. Chambers also held several commercial and operational roles outside Owens Corning at Saint-Gobain, Honeywell and BOC Gases. Mr. Chambers received his bachelor’s degree from Bowling Green State University and master’s degree from Northwestern 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 material 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 56 manufacturing locations in 19 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