0001157523-19-002169.txt : 20191101 0001157523-19-002169.hdr.sgml : 20191101 20191101083020 ACCESSION NUMBER: 0001157523-19-002169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191029 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191101 DATE AS OF CHANGE: 20191101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTUANT CORP CENTRAL INDEX KEY: 0000006955 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 390168610 STATE OF INCORPORATION: WI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11288 FILM NUMBER: 191185256 BUSINESS ADDRESS: STREET 1: ATTN: BRYAN JOHNSON STREET 2: N86 W12500 WESTBROOK CROSSING CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 BUSINESS PHONE: 262-293-1697 MAIL ADDRESS: STREET 1: ATTN: BRYAN JOHNSON STREET 2: N86 W12500 WESTBROOK CROSSING CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED POWER INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED POWER INDUSTRIES INC DATE OF NAME CHANGE: 19730123 8-K 1 a52121522.htm ACTUANT CORPORATION 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):  October 29, 2019

ACTUANT CORPORATION
(Exact name of Registrant, as specified in its charter)


Wisconsin
1-11288
39-0168610
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

N86 W12500 WESTBROOK CROSSING
MENOMONEE FALLS, WISCONSIN 53051

Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (262) 293-1500

Former name or address, if changed since last report: Not applicable


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
 Class A Common Stock, par value $0.20 per share
 
 EPAC
 
 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.



On October 29, 2019, the Board of Directors of Actuant Corporation (the “Company”) adopted a resolution expanding the size of the Company’s Board of Directors from eight to nine and elected Judy L. Altmaier as a director effective as of November 1, 2019.  Effective upon the commencement of her service as a director, Ms. Altmaier has been appointed to serve on the Audit Committee and the Compensation Committee of the Company’s Board of Directors.

For her service through the Company’s 2020 Annual Meeting of Shareholders, Ms. Altmaier will receive a cash retainer based on the annual cash retainer awarded to non-employee directors, but pro-rated for her period of service beginning as of the effective date of her election as a director.  In addition, she will receive an equity grant of time-vested restricted stock units having a grant date value based on the grant date value of the annual grant of restricted stock units awarded to non-employee directors, but pro-rated for the period of her service beginning as of the effective date of her election as a director, which restricted stock units vest, subject to her continued service on the Board, on December 22, 2019.  She will also receive a cash fee based on annual cash fees paid to the members of the committees of the Board of Directors to which she has been appointed, but pro-rated for the period of her service beginning as of the effective date of her election as a director.  Such annual compensation for non-employee directors of the Company is set forth below:

 
Annual Retainer of Cash
$60,000
     
 
Grant Date Value of Annual Award of Time-Vested Restricted Stock Units
$100,000
     
 
Annual Cash Fee to Members of the Audit Committee
$15,000
     
 
Annual Cash Fee to Members of the Compensation Committee
$10,000

A press release issued by the Company on November 1, 2019 announcing the election of Ms. Altmaier is filed as Exhibit 99.1 hereto.

Item 9.01
 Financial Statements and Exhibits.
  

(d) Exhibits

Exhibit
  
Description
 


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:  November 1, 2019

  ACTUANT CORPORATION  
     
       

By:
/s/ Fabrizio Rasetti  
    Fabrizio Rasetti  
    Executive Vice President, General Counsel and
  
    Secretary  
EX-99.1 2 a52121522ex99_1.htm EXHIBIT 99.1
 
 Exhibit 99.1


Enerpac Tool Group Elects Judy Altmaier as New Director

MILWAUKEE--(BUSINESS WIRE)--November 1, 2019--Enerpac Tool Group (NYSE:EPAC) announced today that the Board of Directors has elected Judy Altmaier to its Board effective today. Ms. Altmaier is a former executive of Toro Company, holding roles as President of Exmark Manufacturing a position she held from June 2013 to January 2019, along with Vice President of Operations and Quality Management from October 2009 to June 2013. Ms. Altmaier is an experienced executive with more than 30 years of international experience across a diverse set of industries with a focus on operations. Prior to Toro Company, Ms. Altmaier held a variety of leadership positions during her twenty year tenure at Eaton Corporation, where she last served as Vice President/General Manager of Operations, Auto Group Americas. She holds a bachelor's degree from Kearney State College along with an MBA from the University of Nebraska-Kearney and is also on the Board of Directors of Allison Transmission.

Commenting on the announcement, Jim Ferland, Enerpac Tool Group’s Chairman, said, “We are pleased to welcome Judy as a new independent director to the Enerpac Tool Group Board. Judy’s vast experience, along with her senior leadership and operations focus, will be invaluable to Enerpac Tool Group as the company continues to drive shareholder value. The rest of the Board and I look forward to her contributions.”

About Enerpac Tool Group

Enerpac Tool Group is a premier industrial tools and services company serving a broad and diverse set of customers in more than 90 countries. The Company’s businesses are global leaders in high pressure hydraulic tools, controlled force products and solutions for precise positioning of heavy loads that help customers safely and reliably tackle some of the most challenging jobs around the world. The Company was founded in 1910 and is headquartered in Menomonee Falls, Wisconsin. Enerpac Tool Group trades on the NYSE under the symbol EPAC. Although the Company has adopted “Enerpac Tool Group” as its doing-business name, its legal name continues to be Actuant Corporation until the change is approved by its shareholders. For further information on Enerpac Tool Group and its businesses, visit the Company's website at www.enerpactoolgroup.com.

Contacts

Contact:
Barb Bolens
EVP and Chief Strategy Officer
262.293.1562