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): December 20, 2021

ENERPAC TOOL GROUP CORP

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

Wisconsin	001-11288	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: 

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 December 20, 2021, the Board of Directors (the “Board”) of Enerpac Tool Group Corp. (the “Company”) adopted resolutions expanding the size of the Board from eight to nine effective upon the adjournment of the Company’s annual meeting of shareholders to be held on January 25, 2022 (the “2022 Annual Meeting”) and elected Lynn C. Minella as a director, effective upon the adjournment of the Annual Meeting, to fill the vacancy created by the expansion in the size of the Board.  The Board has determined, consistent with the recommendation of its Governance and Sustainability Committee, that Ms. Minella is independent in accordance with the applicable rules of the New York Stock Exchange. The Board has not yet determined the committees of the Board on which Ms. Minella is expected to serve.

It is anticipated that upon the effectiveness of her election as a director, Ms. Minella will receive compensation consistent with that paid to other non-employee directors of the Company, the current compensation of which is described on pages 41 and 42 of the Company’s definitive proxy statement for the Annual Meeting, which description is incorporated herein by reference.  Upon the effectiveness of her election as a director, the Company anticipates entering into an Indemnification Agreement with Ms. Minella in the form filed as Exhibit 10.11 to the Company’s Form 10-K for the fiscal year ended August 31, 2021.

Item 7.01         Regulation FD Disclosure

On December 20, 2021, the Company issued a press release announcing the election of Ms. Minella as a director, which is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information set forth in this Item 7.01 and in Exhibit 99.1 is “furnished” under Item 7.01 of Form 8-K.  Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01         Exhibits

(d)          Exhibits

Exhibit No.	Description
99.1	Press release dated December 20, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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:    December 20, 2021

ENERPAC TOOL GROUP CORP.
By:	/s/ James Denis
	James Denis
	Vice President, Acting General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Enerpac Tool Group Elects Lynn Minella as New Director

MILWAUKEE--(BUSINESS WIRE)--December 20, 2021--Enerpac Tool Group Corp. (NYSE: EPAC) announced today that the Board of Directors has elected Lynn Minella to its Board effective as of January 25, 2022. Ms. Minella is a seasoned human resources executive with more than 40 years of global experience across a diverse set of industries. Ms. Minella most recently served as Executive Vice President & Chief Human Resources Officer at Johnson Controls. Prior to Johnson Controls, Ms. Minella held a variety of human resources leadership positions at organizations including BAE Systems, Air Products & Chemicals and IBM Corporation. She holds a bachelor's degree from Cornell University and has previously served on the Board of Directors of Ibstock Plc.

Commenting on the announcement, Jim Ferland, Enerpac Tool Group’s Chairman, said, “The rest of the Board and I are pleased to welcome Lynn as a new independent director to the Enerpac Tool Group Board. As Enerpac focuses its pure-play industrial tools and services business on growth and efficiency, Lynn’s global experience along with her organizational and leadership expertise will provide added depth to the Board and enable her to provide additional counsel to Management.”

Ms. Minella added, “I look forward to joining the Board of Enerpac Tool Group and believe my global industrial leadership experience will enhance the composition of the board in their governance and strategic oversight of the company.”

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 100 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 common stock trades on the NYSE under the symbol EPAC. For further information on Enerpac Tool Group and its businesses, visit the Company's website at www.enerpactoolgroup.com.

Contacts

Bobbi Belstner
Senior Director of Investor Relations & Strategy
262.293.1912

XML

Document and Entity Information	Dec. 20, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2021
Entity Registrant Name	ENERPAC TOOL GROUP CORP
Entity Incorporation, State or Country Code	WI
Entity File Number	001-11288
Entity Tax Identification Number	39-0168610
Entity Address, Address Line One	N86 W12500 WESTBROOK CROSSING
Entity Address, City or Town	MENOMONEE FALLS
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53051
City Area Code	262
Local Phone Number	293-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000006955
Title of 12(b) Security	Class A Common Stock, par value $0.20 per share
Trading Symbol	EPAC
Security Exchange Name	NYSE