LNN 8-K
Lindsay Corp (LNN)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
(c) Appointment of Sam Hinrichsen as Senior Vice President and Chief Financial Officer.
On October 14, 2025, Lindsay Corporation (the “Company”) announced that its Board of Directors appointed Sam Hinrichsen to succeed Brian Ketcham as Senior Vice President and Chief Financial Officer of the Company effective January 1, 2026. Hinrichsen will commence employment with the Company as Senior Vice President on November 3, 2025 and will officially succeed Brian Ketcham as Senior Vice President and Chief Financial Officer upon Ketcham’s previously announced retirement at the end of the calendar year.
Hinrichsen, 46, currently serves as Global Vice President of Finance and Investor Relations at Stepan Company. Prior to his current role, Hinrichsen also held positions at Stepan as Vice President and Interim Chief Financial Officer from October 2024 to July 2025 and as Global Finance Director from January 2022 to October 2024. From June 2018 to January 2022, Hinrichsen served as Global Finance Director at CMC Materials Inc. Prior to joining CMC, Hinrichsen served as Stepan’s Global Senior Finance Manager, Surfactants. Prior to joining Stepan, Hinrichsen held various finance positions with Dover Corporation, Rockwell Automation, TTI Floorcare North America and ALCOA, Inc. Hinrichsen holds an advanced degree in business administration, with an emphasis on finance and accounting, from the University of Luneberg, Germany.
Hinrichsen (i) will receive an annual base salary of $450,000; (ii) is eligible to receive a target bonus equal to 65% of his base salary and a maximum bonus of up to 200% of his target bonus (to be prorated for the remainder of fiscal 2026); and (iii) will be eligible to receive annual equity or long-term incentive awards, the aggregate grant-date accounting value of which is expected to be $600,000. In addition, on his start date, Hinrichsen will receive a $100,000 cash signing bonus and a special grant of restricted stock units with a value of $150,000 (based on the Company’s closing stock price on his start date). The special grant of restricted stock units is subject to vesting at the rate of 33‑1/3% per year on November 1, 2026, 2027 and 2028.
The Company and Hinrichsen have entered into a written agreement concerning his employment as Senior Vice President and Chief Financial Officer which provides for a term of one year and the automatic extension of that term by one day for each day of employment unless the Company notifies Hinrichsen that it does not wish to further extend the term. Accordingly, the agreement will have a remaining term of one year from the date the Company notifies Hinrichsen that it does not wish to further extend the term. In addition to the compensation discussed above, the agreement also provides that Hinrichsen will be eligible to receive annual long-term equity incentives in the discretion of the Human Resources and Compensation Committee and will be eligible to participate in other insurance and benefit plans generally available to senior executives of the Company. The agreement also provides for severance compensation equal to one times annual base salary (or base salary plus target bonus if termination occurs within one year following a “change in control” (as that term is defined in the agreement)) if Hinrichsen’s employment is terminated without “cause” (as that term is defined in the agreement) or if he terminates his employment for “good reason” (as that term is defined in the agreement) within one year following a change in control.
A copy of Hinrichsen’s employment agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of Hinrichsen’s employment agreement does not purport to be complete and is qualified by reference to such exhibit.
Hinrichsen has entered into an Indemnification Agreement with the Company in the form attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2018.
There are no family relationships between Hinrichsen and any director or executive officer of the Company, and Hinrichsen has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing Hinrichsen’s appointment as Senior Vice President and Chief Financial Officer is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being “furnished” and, as such, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
10.1 Employment Agreement, dated October 7, 2025, between the Company and Sam Hinrichsen.
10.2 Form of Indemnification Agreement between the Company and its Officers and Directors, previously filed as Exhibit 10.1 with the Company's Form 8-K filed on October 19, 2018 and incorporated herein by reference.
99.1 Press Release, dated October 14, 2025, issued by the Company.
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.
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LINDSAY CORPORATION |
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Date: |
October 14, 2025 |
By: |
/s/ Brian L. Ketcham |
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Brian L. Ketcham, Senior Vice President and Chief Financial Officer |
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the “Agreement”) is made on the 7th day of October 2025 by and between LINDSAY CORPORATION, a Delaware corporation (the “Company” or “Lindsay”) and Sam Hinrichsen (the “Executive”).
WITNESSETH:
WHEREAS, the Company desires to employ Executive as Senior Vice President and Chief Financial Officer; and
WHEREAS, the Company and Executive desire to obtain assurances of continued employment of Executive for the period provided in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements hereinafter set forth, the Company and the Executive agree as follows:
EMPLOYMENT AND DUTIES
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TERM
COMPENSATION
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TERMINATION OF EMPLOYMENT
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In the event the Executive voluntarily terminates his employment with the Company for Good Reason (as defined below) at any time within one year after a Change in Control, such event shall be considered equivalent to a termination without cause, and the Executive shall be entitled to receive the same payment provided in the previous paragraph for termination without cause within one year after a Change in Control, subject to execution of the release referred to in Section 4.6 below and the expiration of all revocation periods under applicable law with respect to such release (and subject to continued compliance by the Executive with ARTICLE V). “Good Reason” will exist if: (a) Executive’s Salary, target Bonus or total compensation opportunity (including Salary, target Bonus and long-term incentive compensation opportunity) is reduced below the level in effect immediately prior to the Change in Control, (b) Executive’s title, duties or responsibilities with the Company are significantly reduced from those in effect immediately prior to the Change in Control, or (c) Executive is required to relocate his principal office to a location more than fifty (50) miles from its location immediately prior to the Change in Control, provided that the Executive must furnish written notice to the Company setting forth the reasons for Executive’s intention to terminate employment for Good Reason under this paragraph, and the Company shall have an opportunity to cure the actions or omissions forming the basis for such intended termination, if possible, within thirty (30) days after receipt of such written notice.
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COVENANTS AND REPRESENTATIONS
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MISCELLANEOUS
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[Remainder of Page Left Blank Intentionally]
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IN WITNESS WHEREOF, the parties have executed and delivered this agreement as of the date first above written.
Company: LINDSAY CORPORATION
By: /s/ Randy Wood
Name: Randy Wood
Title: President and CEO
Executive: /s/ Sam Hinrichsen
Name: Sam Hinrichsen
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EXHIBIT A TO LINDSAY CORPORATION
EMPLOYMENT AGREEMENT
I.R.C. § 409A
This Exhibit A to the Lindsay Corporation Employment Agreement (“Agreement”) modifies and clarifies certain terms and conditions of the Employment Agreement between Lindsay Corporation (“Company”) and the Executive (herein referred to as “Employee”). The purpose of this Exhibit A is to comply with Section 409A of the Internal Revenue Code (“Section 409A”)
1. Termination of Employment. To the extent that the Agreement provides for any termination payments to be made or provided to Employee as a result of involuntary termination of employment without cause or by Employee for Good Reason, Employee will be considered to have experienced a termination of employment when Employee has a “separation from service” within the meaning of Section 409A.
In general, Employee will have a “separation from service” within the meaning of Section 409 as of the date that the level of bona fide services that Employee is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Employee performed over the immediately preceding 36-month period (or the full period of services if Employee has been providing services less than 36 months).
For these purposes, “services” include services that Employee provides as an employee or as an independent contractor. In addition, in determining whether Employee has experienced a “separation from service,” the Company is obligated to take into account services Employee provides both for it and for any other corporation that is a member of the same “controlled group” of corporations as the Company under Section 414(b) of the Internal Revenue Code or any other trade or business (such as a partnership) which is under common control with the Company as determined under Section 414(c) of the Internal Revenue Code, in each case as modified by Section 409A. In general, this means that the Company will consider services Employee provides to any corporation or other entity in which Lindsay Corporation, directly or indirectly, possesses at least 50% of the total voting power or at least 50% of the total value of the equity interests.
2. Release and Timing of Termination Payments. The Release which Employee is required to deliver to the Company in order to receive termination payments under the Agreement shall be delivered to Company not later than 30 days following Employee’s “separation from service.” Except as provided in Paragraph 3 below, Employee’s lump sum termination payment shall be paid in full on the first regular payday following Employee’s “separation from service” after Employee’s right to revoke the Release pursuant to applicable law has lapsed, but in no event later than ninety (90) days following Employee’s “separation from service.”
3. Required Delay in Payment for “Specified Employees”. Each of the payments under this Agreement shall be considered a separate payment for purposes of Section 409A.
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Notwithstanding any provision to the contrary in this Agreement, if (a) Employee is a “specified employee” within the meaning of Section 409A for the period in which any payment or benefit under this Agreement would otherwise commence or be made, and (b) such payment or benefit under this Agreement would otherwise subject Employee to any tax, interest or penalty imposed under Section 409A if the payment or benefit were to commence or be made within six months of Employee’s termination of employment with the Company, then all such payments or benefits that would otherwise be paid during the first six months after Employee’s “separation from service” within the meaning of Section 409A shall be accumulated and shall be paid on the earlier of (1) the first day which is at least six months after Employee’s “separation from service” within the meaning of Section 409A or (2) the date of Employee’s death.
4. Reimbursements. If Employee is entitled to receive during or following termination of employment any reimbursements that constitute deferred compensation for purposes of Section 409A, (a) any such reimbursements shall be paid no later than the last day of the calendar year following the calendar year in which the related expense was incurred; (b) the amounts eligible for reimbursement in any calendar year shall not affect the amounts eligible for reimbursement in any other calendar year, and (c) the right to reimbursement is not subject to liquidation in exchange for any other payment or benefit.
5. No Liability of Company. Lindsay Corporation shall not be liable to Employee for any taxes, interest or penalties which may be imposed on Employee under Section 409A or corresponding provisions of state laws.
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18135 BURKE ST. OMAHA, NE 68022 TEL: 402-829-6800 FAX: 402-829-6836 |
Sam Hinrichsen Joins Lindsay as Senior Vice President and Chief Financial Officer
OMAHA, Neb., October 14, 2025—Lindsay Corporation (NYSE: LNN), a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology, today announced that Sam Hinrichsen will join Lindsay Corporation as Senior Vice President and Chief Financial Officer, effective January 1, 2026. Hinrichsen will commence employment with the Company on November 3, 2025 and will officially succeed Brian Ketcham as Senior Vice President and Chief Financial Officer upon Ketcham’s previously announced retirement at the end of the calendar year.
Since 2022, Hinrichsen has held various finance roles at Stepan Company, including Interim Chief Financial Officer, and has most recently served as Global VP of Finance & Investor Relations. Prior to joining Stepan, Hinrichsen held various finance positions with CMC Materials, Dover Corporation, Rockwell Automation, TTI Floorcare North America and ALCOA, Inc.
Lindsay’s President and Chief Executive Officer, Randy Wood, commented, “We are pleased to welcome Sam to our senior leadership team. His extensive background in global financial management, coupled with strong operational experience, aligns well with our strategic priorities. Sam’s leadership will be instrumental in shaping our financial direction and supporting our long-term growth initiatives. We look forward to the valuable contributions he will bring to the company.”
Wood continued, “I would like to thank Brian for his many contributions to Lindsay Corporation. His leadership has been critical in strengthening our global capabilities and building a world-class finance team that will serve us well into the future.”
About the Company
Lindsay Corporation (NYSE: LNN) is a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology. Established in 1955, the company has been at the forefront of research and development of innovative solutions to meet the food, fuel, fiber and transportation needs of the world’s rapidly growing population. The Lindsay family of irrigation brands includes Zimmatic™ center pivot and lateral move agricultural irrigation systems, FieldNET™ and FieldWise™ remote irrigation management technology, FieldNET Advisor™ irrigation scheduling technology, and industrial IoT solutions. Also a global leader in the transportation industry, Lindsay Transportation Solutions manufactures equipment to improve road safety and keep traffic moving on the world’s roads, bridges and tunnels, through the Road Zipper™ and Snoline™ brands. For more information about Lindsay Corporation, visit www.lindsay.com.
Concerning Forward-looking Statements
This release contains forward-looking statements that are subject to risks and uncertainties, and which reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. You can find a discussion of many of these risks and uncertainties in the annual, quarterly and current reports that the Company files with the Securities and Exchange Commission. Forward-looking statements include information concerning possible or assumed future results of operations and planned financing of the Company and those statements preceded by, followed by or including the words “anticipate,” “estimate,” “believe,” “intend,” "expect," "outlook," "could," "may," "should," “will,” or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking information contained in this press release.
For further information, contact:
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LINDSAY CORPORATION: |
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Alpha IR: |
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Alicia Pfeifer |
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Joe Caminiti or Stephen Poe |
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Vice President, Investor Relations & Treasury |
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312-445-2870 |
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402-933-6429 |
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