8-K - VMI - Equibles

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

February 27, 2023

Date of Report (date of earliest event reported)

Valmont Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-31429		47-0351813
(Commission File Number)		(I.R.S. Employer Identification No.)

15000 Valmont Plaza		68154
Omaha **** NE
(Address of Principal Executive Offices)		(Zip Code)

( 402 ) 963-1000

Registrant's telephone number, including area code

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

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)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $1.00 par value		VMI		New York Stock Exchange

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

Clark T. Randt, a member of the board of directors of Valmont Industries, Inc., will retire at the company’s 2023 Annual Meeting of Shareholders in April 2023. The board of directors will then be composed of ten members. In order that each class of directors thereafter will have as nearly as possible the same number of directors as required by Delaware law, Ritu Favre on February 27, 2023 resigned from the director class with terms expiring in 2025 and was appointed by the board of directors to the class of directors with terms expiring in 2023.

Item 8.01. Other Events.

On February 28, 2023, Valmont Industries issued a press release on a share repurchase program and dividend increase. The press release, attached as an exhibit hereto, is incorporated by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Press Release issued February 28, 2023<br><br>
104		Cover Page Interactive File (the cover page XBRL tags are embedded in 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.


			Valmont Industries, Inc.
Date:	February 28, 2023
		By:	/s/ AVNER M. APPLBAUM
			Name:	Avner M. Applbaum
			Title:	Executive Vice President and Chief Financial Officer

Exhibit 99.1

Press Release<br>FOR IMMEDIATE RELEASE<br>Valmont Increases Quarterly Dividend and Announces $400 Million Share<br>Repurchase Reauthorization<br>OMAHA, Neb.-- Valmont®<br>Industries, Inc. (NYSE: VMI), a global leader that provides vital infrastructure<br>and advances agricultural productivity while driving innovation through technology, today announced<br>that its Board of Directors approved an increase to its quarterly dividend and a reauthorization of the<br>current share repurchase program.<br>Under the reauthorization, which will be effective once the current authorization is completed, the<br>Company is authorized to purchase up to $400 million of its outstanding common stock from time to<br>time, by means of open market purchases or through privately-negotiated transactions. The<br>reauthorization has no stated expiration date. The purchases will be funded from available cash<br>balances and ongoing cash flows, and will be made subject to market and economic conditions. The<br>Company is not obligated to make any repurchases and may discontinue the program at any time. As<br>of December 31, 2022, the Company had approximately $81 million remaining under the current share<br>repurchase reauthorization announced in October 2018. Valmont currently has approximately 21.35<br>million shares outstanding.<br>The Valmont Board also approved an increase to its quarterly cash dividend to $0.60 per share, or a<br>rate of $2.40 per share on an annualized basis. This represents an increase of 9% from the prior<br>quarterly cash dividend of $0.55 per share. The dividend will be payable on April 14, 2023 to<br>shareholders of record on March 31, 2023. The Company previously increased the dividend by 10% in<br>February 2022.<br>“Our record financial performance in 2022, including strong cash flow generation, creates further<br>opportunities to meaningfully deploy capital. While we remain committed to a disciplined approach of<br>growing our businesses and returning cash to shareholders, reauthorizing our stock repurchase<br>program provides us with additional flexibility to leverage our performance,” said Stephen G. Kaniewski,<br>President and Chief Executive Officer. He continued, “The increase in our dividend is reflective of our<br>earnings growth and we are focused on enhancing shareholder value as the strength of our business<br>continues.”<br>Contact: Renee Campbell<br>Email: Renee.Campbell@valmont.com<br>Date: February 28, 2023
Press Release<br>About Valmont Industries, Inc.<br>For over 75 years, Valmont has been a global leader in creating vital infrastructure and advancing<br>agricultural productivity. Today, we remain committed to doing more with less by innovating through<br>technology. Learn more about how we’re Conserving Resources. Improving Life.® at valmont.com.<br>Concerning Forward-Looking Statements<br>This release contains forward-looking statements, within the meaning of the Private Securities Litigation<br>Reform Act of 1995. These forward-looking statements are based on assumptions that management<br>has made in light of experience in the industries in which Valmont operates, as well as management’s<br>perceptions of historical trends, current conditions, expected future developments and other factors<br>believed to be appropriate under the circumstances. As you read and consider this release, you should<br>understand that these statements are not guarantees of performance or results. They involve risks,<br>uncertainties (some of which are beyond Valmont’s control) and assumptions. Although management<br>believes that these forward-looking statements are based on reasonable assumptions, you should be<br>aware that many factors could affect Valmont’s actual financial results and cause them to differ<br>materially from those anticipated in the forward-looking statements. These factors include among other<br>things, the continuing and developing effects of the pandemic including the effects of the outbreak on<br>the general economy and the specific economic effects on the Company’s business and that of its<br>customers and suppliers, risk factors described from time to time in Valmont’s reports to the Securities<br>and Exchange Commission, as well as future economic and market circumstances, industry conditions,<br>company performance and financial results, operating efficiencies, availability and price of raw material,<br>availability and market acceptance of new products, product pricing, domestic and international<br>competitive environments, geopolitical risks, and actions and policy changes of domestic and foreign<br>governments. The Company cautions that any forward-looking statement included in this press release<br>is made as of the date of this press release and the Company does not undertake to update any<br>forward-looking statement.<br>###
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Press Release FOR IMMEDIATE RELEASE Valmont Increases Quarterly Dividend and Announces $400 Million Share Repurchase Reauthorization OMAHA, Neb.-- Valmont® Industries, Inc. (NYSE: VMI), a global leader that provides vital infrastructure and advances agricultural productivity while driving innovation through technology, today announced that its Board of Directors approved an increase to its quarterly dividend and a reauthorization of the current share repurchase program. Under the reauthorization, which will be effective once the current authorization is completed, the Company is authorized to purchase up to $400 million of its outstanding common stock from time to time, by means of open market purchases or through privately-negotiated transactions. The reauthorization has no stated expiration date. The purchases will be funded from available cash balances and ongoing cash flows, and will be made subject to market and economic conditions. The Company is not obligated to make any repurchases and may discontinue the program at any time. As of December 31, 2022, the Company had approximately $81 million remaining under the current share repurchase reauthorization announced in October 2018. Valmont currently has approximately 21.35 million shares outstanding. The Valmont Board also approved an increase to its quarterly cash dividend to $0.60 per share, or a rate of $2.40 per share on an annualized basis. This represents an increase of 9% from the prior quarterly cash dividend of $0.55 per share. The dividend will be payable on April 14, 2023 to shareholders of record on March 31, 2023. The Company previously increased the dividend by 10% in February 2022. “Our record financial performance in 2022, including strong cash flow generation, creates further opportunities to meaningfully deploy capital. While we remain committed to a disciplined approach of growing our businesses and returning cash to shareholders, reauthorizing our stock repurchase program provides us with additional flexibility to leverage our performance,” said Stephen G. Kaniewski, President and Chief Executive Officer. He continued, “The increase in our dividend is reflective of our earnings growth and we are focused on enhancing shareholder value as the strength of our business continues.” Contact: Renee Campbell Email: Renee.Campbell@valmont.com Date: February 28, 2023

Press Release About Valmont Industries, Inc. For over 75 years, Valmont has been a global leader in creating vital infrastructure and advancing agricultural productivity. Today, we remain committed to doing more with less by innovating through technology. Learn more about how we’re Conserving Resources. Improving Life.® at valmont.com. Concerning Forward-Looking Statements This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that management has made in light of experience in the industries in which Valmont operates, as well as management’s perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. As you read and consider this release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond Valmont’s control) and assumptions. Although management believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Valmont’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include among other things, the continuing and developing effects of the pandemic including the effects of the outbreak on the general economy and the specific economic effects on the Company’s business and that of its customers and suppliers, risk factors described from time to time in Valmont’s reports to the Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw material, availability and market acceptance of new products, product pricing, domestic and international competitive environments, geopolitical risks, and actions and policy changes of domestic and foreign governments. The Company cautions that any forward-looking statement included in this press release is made as of the date of this press release and the Company does not undertake to update any forward-looking statement. ###

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