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): February 19, 2020

DOUGLAS

DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34728	13-4275891
(State or<br>other<br><br>jurisdiction of<br><br>incorporation)	(Commission File<br><br>Number)	(IRS Employer<br><br>Identification No.)

7777 North 73rd Street, Milwaukee, Wisconsin 53223

(Address of principal executive offices, including zip code)

(414) 354-2310

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	PLOW	New York Stock Exchange

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:

¨	Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 19, 2020, James L. Janik submitted his notice of retirement as the Executive Chairman of Douglas Dynamics, Inc. (the “Company”), effective as of April 28, 2020, the date of the Company’s annual meeting of shareholders (the “2020 Annual Meeting”). As a result, Mr. Janik will no longer serve as an executive officer of the Company following the 2020 Annual Meeting.

Mr. Janik’s three-year term as a director expires at the 2020 Annual Meeting, and the Board of Directors of the Company currently expects to recommend Mr. Janik as a nominee for director for another three-year term. Subject to Mr. Janik’s election by the shareholders at the 2020 Annual Meeting, the Board of Directors also expects to appoint Mr. Janik to serve as non-executive Chairman of the Board effective following the 2020 Annual Meeting.

A copy of the Company’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.	Financial Statements and Exhibits

(a)          Not applicable.

(b)          Not applicable.

(c)          Not applicable.

(d)          Exhibits.

(99.1)	Douglas Dynamics, Inc. Press Release dated February 20, 2020.
(104.1)	Cover Page Interactive Data File (the Cover Page Interactive<br>Data File is embedded within the Inline XBRL document).
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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: February 20, 2020

DOUGLAS DYNAMICS, INC.
By:	/s/ Sarah Lauber
	Sarah Lauber
	Chief Financial Officer and Secretary

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Exhibit 99.1

Douglas Dynamics, Inc.

7777 North 73rd Street

Milwaukee, WI 53223

414-362-3868

Douglas Dynamics Announces Expected Transitionof Jim Janik to non-Executive Chairman of the Board

Jim Janik to retire as Executive Chairmanat the annual meeting of shareholders;

Board of Directors expects to appointhim as non-executive Chairman if re-elected

February 20, 2020 — Milwaukee,Wisconsin — Douglas Dynamics, Inc. (NYSE: PLOW), North America’s premier manufacturer and upfitter of work truck attachments and equipment, today announced that James L. Janik (Jim) has announced his intention to retire as Executive Chairman of the Board of Directors immediately following the Company’s annual meeting of shareholders. The Board of Directors intends to appoint Mr. Janik as non-executive Chairman if he is re-elected as a Director by the shareholders at the same annual meeting.

Mr. Janik has served as Executive Chairman of the Company since January 1, 2019. Prior to that, Mr. Janik had spent 26 years with the Company, serving as President and Chief Executive Officer and a Director of the Company from 2000 to 2019.

“Jim Janik and Bob McCormick planned and completed an excellent leadership transition over the past two years and, on behalf of the Board, we want to thank Jim for his dedication to the Company as Executive Chairman,” said James D. Staley, Lead Independent Director. “With this process complete, we agree with him that this is the right time for him to transition to a non-executive role. We anticipate and look forward to having Jim assume the role of Non-Executive Chairman, so that we can continue to benefit from his sound judgment and wealth of experience going forward.”

About DouglasDynamics

Home to the most trusted brands in the industry, Douglas Dynamics is North America’s premier manufacturer and up-fitter of work truck attachments and equipment. For more than 65 years, the Company has been innovating products that not only enable people to perform their jobs more efficiently and effectively, but also enable businesses to increase profitability. Through its proprietary Douglas Dynamics Management System (DDMS), the Company is committed to continuous improvement aimed at consistently producing the highest quality products, at industry-leading levels of service and delivery that ultimately drive shareholder value. The Douglas Dynamics portfolio of products and services is separated into two segments: First, the Work Truck Attachments segment, which includes manufactured snow and ice control attachments sold under the FISHER®, HENDERSON®, SNOWEX® and WESTERN® brands. Second, the Work Truck Solutions segment, which includes the up-fit of market leading attachments and storage solutions for commercial work vehicles under the DEJANA® brand and its related sub-brands.

CONTACT

Douglas Dynamics, Inc.

Nathan Elwell

847-530-0249

investorrelations@douglasdynamics.com