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 Earliest Event reported):

December 18, 2018

Gardner Denver Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38095	46-2393770
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 East Erie Street

Suite 500

Milwaukee, Wisconsin 53202

(414) 212-4700

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

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 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))

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.

On December 18, 2018, the Board of Directors (the “Board”) of Gardner Denver Holdings, Inc. (the “Company”) elected Elizabeth Centoni to the Board as a Class I director with an initial term expiring at the Company’s annual meeting of stockholders in 2021, and Marc Jones to the Board as a Class III director with an initial term expiring at the Company’s annual meeting of stockholders in 2020. The Board affirmatively determined that each of Mr. Jones and Ms. Centoni qualifies as an independent director under the New York Stock Exchange’s corporate governance rules for listed companies.

Ms. Centoni, 54, joined Cisco Systems, Inc., an internet technology company, in 2000, and since April 2018 has been Senior Vice President, General Manager of Cisco’s IoT Business Group. Prior to that, Ms. Centoni spent two years as the Senior Vice President, General Manager of Cisco’s Computing Systems Product Group. From 2000 to 2016, Ms. Centoni served in numerous engineering senior leadership roles at Cisco, including Vice President, Engineering Strategy and Portfolio Planning and Vice President, General Manager of the Service Provider Access Group. Ms. Centoni holds a Bachelor of Science in Chemistry from the University of Mumbai and an M.B.A. in Marketing from the University of San Francisco.

Mr. Jones, 60, has served as Chief Executive Officer and Chairman of Aeris Communications, Inc., a provider of machine to machine and Internet of Things communications services, since 2008. Before joining Aeris Communications, he served as President and Chief Executive Officer of Visionael Corporation, a network service business software and service provider, from 1998 to 2005, President and Chief Operating Officer of Madge Networks, a supplier of networking hardware, from 1994 to 1998, Senior Vice President, Integrated System Products of Chips and Technologies, Inc., one of the first fabless semiconductor companies, from 1987 to 1993, and Senior Vice President, Corporate Finance of LF Rothschild, Unterberg, Towbin, a merchant and investment banking firm, from 1985 to 1987. Mr. Jones began his career at the law firm Pillsbury, Madison & Sutro. Mr. Jones holds both a Bachelor of Arts in Political Science and a Juris Doctor from Stanford University.

For their service as a directors, each of Mr. Jones and Ms. Centoni will be entitled to receive an annual cash retainer of $75,000, payable quarterly in arrears (prorated for any portion of a calendar quarter in which he or she commences or terminates his or her service), and an annual equity award having a fair market value of $125,000, payable in restricted stock units, which vests on the anniversary of the grant date.

There are no arrangements or understandings between either of Mr. Jones or Ms. Centoni and any other person pursuant to which he or she was elected as a director. Neither Mr. Jones nor Ms. Centoni has any direct or indirect material interest in any transaction in which the Company is a participant that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On December 18, 2018, the Company issued a press release announcing the election of Mr. Jones and Ms. Centoni to the Board. A copy of this press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Gardner Denver Holdings, Inc. dated December 18, 2018.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

		Gardner Denver Holdings, Inc.
Date: December 18, 2018	By:	/s/ Andrew Schiesl
	Name:	Andrew Schiesl
	Title:	Vice President, General Counsel, Chief Compliance Officer and Secretary

EX-99.1

Exhibit 99.1

Gardner Denver Announces Election of Elizabeth Centoni and Marc Jones to Board of Directors

Milwaukee, WI (December 18, 2018) -- Gardner Denver Holdings, Inc. (NYSE: GDI) today announced that Elizabeth Centoni and Marc Jones joined its Board of Directors on December 18, 2018.

Ms. Centoni currently serves as the Senior Vice President and General Manager of the Internet of Things Business Group at Cisco Systems. In her current role, Ms. Centoni is responsible for setting Cisco’s IoT business and engineering strategy and developing its solutions. Prior to her current role, Ms. Centoni served in a number of senior executive roles at Cisco including SVP and GM for the Computing Systems Product Group, VP of Engineering Strategy and Portfolio Planning, and VP and GM of the Service Provider Access Group. Ms. Centoni also plays an active role in mentorship and talent development serving as the Cisco Global Executive Sponsor for the Women in Science and Engineering (WISE) program. Ms. Centoni serves on the University of San Francisco School of Management Dean’s Circle Advisory Board.

Mr. Jones currently serves as the Chairman and Chief Executive Officer of Aeris Communications, a technology partner helping some of the world’s largest companies improve their businesses through the Internet of Things.  Prior to Aeris, Mr. Jones has served in a number of senior executive roles in the technology industry including Chairman and CEO of Visionael, President and COO of Madge Networks NV, SVP for Chips & Technologies, Inc, and SVP of Corporate Finance, at L.F. Rothschild, Unterberg Towbin. Mr. Jones began his career as a Corporate Attorney for Pillsbury, Madison and Sutro. Mr. Jones sits on the Board of Trustees for Stanford University. He is also the Chair of Management Leadership for Tomorrow (MLT) and sits on the board of the California Health Care Foundation.

“As the Gardner Denver Board continues to evolve, our focus remains on attracting directors with deep functional knowledge and broad, global experience in a variety of industries,” said Peter Stavros, Chairman of the Board of Directors.  “Both Liz and Marc exemplify these ideals and I look forward to working with them and seeing their thought leadership and contributions advance Gardner Denver’s strategy.”

“We are extremely excited to have both Liz and Marc join our Board,” said Vicente Reynal, Chief Executive Officer.  “We are committed to deploying talent throughout the organization that supports our strategic goals, one of which is to drive differentiated commercial growth. Liz and Marc’s collective experience in innovation, IoT and customer connectivity will provide valuable insight as we continue to advance this commercial strategy.”

Boardspan Inc. served as an advisor to Gardner Denver in these appointments.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related to our expectations regarding the leadership appointments discussed herein, the performance of our business, our financial results, our liquidity and capital resources and other non-historical statements. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including macroeconomic factors beyond the Company’s control, risks of doing business outside the United States, the Company’s dependence on the level of activity in the energy industry, potential governmental regulations restricting the use of hydraulic fracturing, raw material costs and availability, the risk of a loss or reduction of business with key customers or consolidation or the vertical integration of the Company’s customer base, loss of or disruption in the Company’s distribution network, the risk that ongoing and expected restructuring plans may not be as effective as the Company anticipates, and the Company’s substantial indebtedness. Additional factors that could cause Gardner Denver’s results to differ materially from those described in the forward-looking statements can be found under the section entitled "Risk Factors" in our prospectus dated May 2, 2018, filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 424(b) of the Securities Act on May 4, 2018, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

About Gardner Denver

Gardner Denver (NYSE: GDI) is a leading global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services, which it sells across multiple attractive end-markets within the industrial, energy and medical industries. Its broad and complete range of compressor, pump, vacuum and blower products and services, along with its application expertise and over 155 years of engineering heritage, allows Gardner Denver to provide differentiated product and service offerings for its customers' specific uses. Gardner Denver supports its customers through its global geographic footprint of 39 key manufacturing facilities, more than 30 complementary service and repair centers across six continents, and approximately 6,700 employees world-wide.

Contact

Gardner Denver Holdings, Inc.

Media & Investor Relations Contact

Vikram Kini

(414) 212-4753

vikram.kini@gardnerdenver.com