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 1, 2023, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Manitex International, Inc. (“Manitex” or the “Company”), the Company’s stockholders approved an amendment and restatement (the “Amendment”) of the Manitex International, Inc. 2019 Equity Incentive Plan (the “Plan”). Pursuant to the Amendment, the number of shares authorized for issuance under the Plan was increased from 779,315 to 1,279,315.
The description in the first paragraph of this Item 5.02 is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. For a more complete description of the Plan and the Amendment, please refer to Proposal 4: Approval of an Amendment to the Manitex International, Inc. 2019 Equity Incentive Plan in the Company’s proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on June 1, 2023. The following is a summary of the matters voted on at that meeting.
| (a) | Proposal 1—The stockholders elected all six nominees to Manitex’s Board of Directors to serve until the 2024 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 |
9,195,318 | 3,289,952 | 2,237,991 | |||||||||
| J. Michael Coffey |
12,243,345 | 241,925 | 2,237,991 | |||||||||
| Frederick B. Knox |
11,760,514 | 724,756 | 2,237,991 | |||||||||
| Takashi Kiso |
12,332,861 | 152,409 | 2,237,991 | |||||||||
| David J. Langevin |
12,310,660 | 174,610 | 2,237,991 | |||||||||
| Stephen J. Tober |
11,665,716 | 819,554 | 2,237,991 | |||||||||
| (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, 2023. 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 | ||
| 14,183,357 | 509,120 | 30,784 |
| (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 | |||
| 10,574,822 | 1,212,611 | 697,837 | 2,237,991 |
| (d) | Proposal 4—The shareholders approved an amendment and restatement of the Manitex International, Inc. 2019 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 500,000 shares, among certain other changes. 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 | |||
| 11,728,990 | 687,648 | 68,632 | 2,237,991 |
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits.
The following exhibit is filed herewith:
| Exhibit |
Description | |
| 10.1 | Manitex International, Inc. 2019 Equity Incentive Plan (as amended and restated through June 1, 2023) | |
| 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 2, 2023