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): May 15, 2023

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 May 15, 2023, the Board of Directors (the “Board”) of Enerpac Tool Group Corp. (the “Company”) adopted resolutions expanding the size of the Board from nine to ten and elected Colleen Healy as a director 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. Healy is independent in accordance with the applicable rules of the New York Stock Exchange. Further, based on the recommendation of the Governance and Sustainability Committee, the Board has appointed Ms. Healy to serve on both the Audit Committee and the Governance and Sustainability Committee.

Ms. Healy will receive compensation as a director of the Company consistent with that paid to other non-employee directors of the Company, the current compensation of which is described on page 46 of the Company’s definitive proxy statement for its annual meeting of shareholders held on February 3, 2023, which description is incorporated herein by reference.  The Company intends to enter into an Indemnification Agreement with Ms. Healy in the form filed as Exhibit 10.11 to the Company’s Form 10-K for the fiscal year ended August 31, 2022.

Item 7.01          Regulation FD Disclosure

On May 15, 2023, the Company issued a press release announcing the election of Ms. Healy 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 May 15, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:          May 15, 2023

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

EX-99.1

Exhibit 99.1

Enerpac Tool Group Elects Colleen M. Healy as New Director

MILWAUKEE--(BUSINESS WIRE)--May 15, 2023--Enerpac Tool Group Corp. (NYSE:EPAC) announced today that the Board of Directors is expanding the size of the Board from nine to ten directors and has elected Colleen Healy to its Board effective today. Ms. Healy is a seasoned finance executive with 30 years of experience across a diverse set of industries. She most recently served as Chief Financial Officer and Principal Accounting Officer at SailPoint Technologies Holdings, Inc. Prior to SailPoint, Ms. Healy served as Chief Financial Officer for Basis Technologies (formerly Centro) and in a variety of general management, financial, and investor relations leadership positions at Hill-Rom Holdings, TransUnion, and Microsoft Corp. She started her career as an investment banking analyst before joining Microsoft, where she held roles of increasing responsibility over nearly 20 years. Ms. Healy holds a bachelor’s degree in business administration from the University of Michigan.

Commenting on the announcement, Jim Ferland, Enerpac Tool Group’s Chairman, said, “The rest of the Board and I are pleased to welcome Colleen as a new independent director to the Enerpac Tool Group Board. Colleen’s expertise in financial and strategic leadership along with her deep experience in investor relations, M&A, and digital technologies will provide added depth to the Board and enable her to offer additional counsel to management as the company continues to execute on its strategic growth plan.”

Ms. Healy added, “It is my pleasure to join Enerpac Tool Group’s Board of Directors and work closely with the rest of the Board and the management team. I look forward to leveraging my leadership experience to enhance the composition and expertise of the Board in their oversight of the company.”

About Enerpac Tool Group

Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving a broad and diverse set of customers in more than 100 countries. The Company makes complex, often hazardous jobs possible safely and efficiently. Enerpac Tool Group’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

Travis Williams
Director of Investor Relations
262.293.1913

XML

Document and Entity Information	May 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 15, 2023
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