UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 June 2, 2022, the Board of Directors (the “Board”) of Manitex International, Inc. (the “Company”) approved an increase in the size of the board to eight members, and appointed J. Michael Coffey, who became the Company’s Chief Executive Officer on April 11, 2022, to serve as a director of the Company, effective as of June 2, 2022. Mr. Coffey will serve as a director until the next annual meeting of shareholders of the Company or until his successor is duly elected and qualified. Mr. Coffey will not serve on any committees of the Board.
There are no arrangements or understandings required to be disclosed pursuant to Item 401(b) of Regulation S-K or family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K. Similarly, there are no transactions with related persons required to be disclosed pursuant to Item 404(a) of Regulation S-K involving Mr. Coffey.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on June 2, 2022. The following is a summary of the matters voted on at that meeting.
| (a) | Proposal 1—The stockholders elected Manitex International, Inc.’s entire Board of Directors to serve until the 2023 Annual Meeting of the Stockholders. The persons elected to Manitex’s Board of Directors and the number of shares cast for, the number of shares withheld, and broker non-votes, with respect to each of these persons, were as follows: |
| For | Withheld | Broker Non- Votes |
||||||||||
| Ronald M. Clark |
10,104,903 | 3,345,634 | 2,162,027 | |||||||||
| Robert S. Gigliotti |
9,513,561 | 3,936,976 | 2,162,027 | |||||||||
| Frederick B. Knox |
10,492,711 | 2,957,826 | 2,162,027 | |||||||||
| David J. Langevin |
10,547,906 | 2,902,631 | 2,162,027 | |||||||||
| Marvin B. Rosenberg |
10,041,731 | 3,408,806 | 2,162,027 | |||||||||
| Ingo Schiller |
10,449,660 | 3,000,877 | 2,162,027 | |||||||||
| Stephen J. Tober |
10,482,388 | 2,968,149 | 2,162,027 | |||||||||
| (b) | Proposal 2—The shareholders ratified the appointment of Grant Thornton LLP as Manitex’s independent registered public accounting firm for the year ending December 31, 2022. The number of shares cast in favor of the ratification of Grant Thornton LLP, the number against, and the number abstaining were as follows: |
| For |
Against |
Abstain | ||
| 15,536,976 |
55,342 | 20,246 |
| (c) | Proposal 3—The shareholders approved in an advisory vote the compensation of the Company’s named executive officers. The number of shares cast in favor, number against, the number abstaining, and broker non-votes are as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 12,419,832 |
138,294 | 892,411 | 2,162,027 |
| Item 7.01 | Regulation FD. |
On June 6, 2022, the Board issued a press release regarding Mr. Coffey’s election to the Board of Directors. A copy of the press releases is furnished herewith as Exhibit 99.1 and incorporated herein by reference to this Item 7.01.
The information set forth in this Item 7.01 including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| 9.01 | Financial statement and exhibits |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release dated June 6, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MANITEX INTERNATIONAL, INC. | ||
| By: | /S/ JOSEPH DOOLAN | |
| Name: | Joseph Doolan | |
| Title: | Chief Financial Officer | |
Date: June 7, 2022