Lincoln Electric Holdings Inc 8-K, filed Oct 21, 2020
Lincoln Electric Holdings Inc (LECO)
About this 8-K
Lincoln Electric Holdings Inc filed this 8-K on October 21, 2020, reporting on events of October 20, 2020.
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
Washington, D.C. 20549
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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 October 20, 2020, the Board of Directors (the “Board”) of Lincoln Electric Holdings, Inc. (the “Company”) increased its size from eleven to twelve members and elected Kellye L. Walker to fill the resulting vacancy. Ms. Walker was also appointed to the Nominating and Corporate Governance and the Compensation and Executive Development Committees of the Board. Ms. Walker is the Executive Vice President and Chief Legal Officer of Eastman Chemical Company, a Tennessee-based global specialty materials company.
The Board has determined that Ms. Walker is independent under the listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Ms. Walker and any other persons pursuant to which Ms. Walker was elected as a Director.
As a non-employee Director, Ms. Walker 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 20, 2020. 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 2020. Ms. Walker received 184 restricted stock units under the Company’s Stock Plan for Non-Employee Directors in connection with her election to the Board.
The Company has entered into its standard indemnification agreement with Ms. Walker (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 press release announcing Ms. Walker’s 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 Kellye L. Walker to the Board, dated October 20, 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.
| LINCOLN ELECTRIC HOLDINGS, INC. | ||||||
| Date: October 21, 2020 | 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
KELLYE L. WALKER ELECTED TO LINCOLN ELECTRIC BOARD
CLEVELAND, Tuesday, October 20, 2020 — Lincoln Electric Holdings, Inc., (Nasdaq: LECO) today announced that Kellye L. Walker, 54, Executive Vice President and Chief Legal Officer of Eastman Chemical Company (NYSE: EMN), has been elected to Lincoln Electric’s Board of Directors, effective October 20, 2020. She has been appointed to serve on the Nominating and Corporate Governance and the Compensation and Executive Development Committees. Ms. Walker’s appointment expands Lincoln Electric’s Board to 12 directors, 11 of whom are non-employee directors.
“We are pleased to welcome Kellye Walker to the Board and look forward to her guidance and many contributions,” said Christopher L. Mapes, Chairman, President and Chief Executive Officer. “Kellye’s extensive leadership experience across various industries in legal, corporate governance and strategy development will lend tremendous value in helping us advance our Higher Standard 2025 Strategy.”
Ms. Walker has served as Executive Vice President and Chief Legal Officer of Eastman Chemical Company, a global specialty materials company, since April 2020. In this role, she has oversight of corporate governance, compliance and litigation management, as well as government affairs, product stewardship and regulatory affairs, global business conduct and the company’s global health, safety, environment and security organization. She previously served as Executive Vice President and Chief Legal Officer of Huntington Ingalls Industries, Inc., as well as Chief Administrative Officer, Senior Vice President and General Counsel of American Water Works, and Senior Vice President and General Counsel at Diageo North America and at BJ’s Wholesale Club. Ms. Walker also served as a corporate partner in private practice. Ms. Walker received her B.S. from Louisiana Tech University and her J.D. from Emory University School of Law.
Business
Lincoln Electric is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment, and has a leading global position in brazing and soldering alloys. Headquartered in Cleveland, Ohio, Lincoln Electric has 59 manufacturing locations in 18 countries and a worldwide network of distributors and sales offices covering more than 160 countries. For more information about Lincoln Electric and its products and services, visit the Company’s website at https://www.lincolnelectric.com.
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Contact
Amanda Butler
Vice President, Investor Relations & Communications
Tel: 216.383.2534
Email: Amanda_Butler@lincolnelectric.com
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