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):

February 1, 2021

LINDSAY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-13419	47-0554096
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

18135 Burke Street, Suite 100 Omaha, Nebraska	68022
(Address of principal executive offices)	(Zip Code)

(402) 829-6800

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former 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:

☐ 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
Common Stock, $1.00 par value	LNN	New York Stock Exchange, Inc.

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.

(d)    On February 1, 2021, the Company’s Board of Directors expanded the size of the Board of Directors from seven to eight members and appointed Ibrahim Gokcen as a director effective immediately. Mr. Gokcen is a member of the class of directors with a term expiring at the January 2023 Annual Meeting. Mr. Gokcen has been appointed to serve on the Audit Committee and the Corporate Governance and Nominating Committee.

Mr. Gokcen will receive compensation for serving as a director consistent with the description of compensation of non-employee directors included in the section entitled “Compensation of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 24, 2020.

Mr. Gokcen has entered into an Indemnification Agreement with the Company in the form attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2018.

There are no arrangements or understandings between Mr. Gokcen and any other person pursuant to which Mr. Gokcen was appointed as a director, and there are no transactions between Mr. Gokcen and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing Mr. Gokcen’s appointment to the Company’s Board of Directors is furnished herewith as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

10.1	Form of Indemnification Agreement between the Company and its Officers and Directors, previously filed as Exhibit 10.1 with the Company’s Current Report on Form 8-K filed on October 19, 2018.
99.1	Press Release, dated February 1, 2021, issued by the Company.
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.

Dated: February 1, 2021	LINDSAY CORPORATION
	By:	/s/ Brian L. Ketcham
		Brian L. Ketcham, Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

18135 BURKE ST. OMAHA, NE 68022 TEL: 402-829-6800 FAX: 402-829-6836

For further information, contact:

LINDSAY CORPORATION:	THREE PART ADVISORS:
Brian Ketcham	Hala Elsherbini
Senior Vice President & Chief Financial Officer	972-458-8000
402-827-6579

Lindsay Corporation Announces Appointment of Ibrahim Gokcen to Board of Directors

OMAHA, Neb., February 1, 2021—Lindsay Corporation (NYSE: LNN), a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology, announced today that Ibrahim Gokcen has been appointed to its Board of Directors. Mr. Gokcen, 43, is the President & Chief Revenue Officer for Open Insights LLC, a data advisory and services company. Prior to that he was the Senior Vice President and Digital Chief Technology Officer for Schneider Electric from 2018 to 2020. Prior to that, Mr. Gokcen served as the Chief Digital Officer for A. P. Moller Maersk from 2016 to 2018. Mr. Gokcen also previously held senior product, information technology, and research and development leadership roles at General Electric.

Mr. Gokcen currently serves as an independent director for Maersk Tankers and ZeroNorth. Mr. Gokcen has a PhD in Computer Science from Tulane University and has extensive and deep experience in artificial intelligence, machine learning, and the industrial internet of things (IoT), having spent significant time transforming businesses in a number of industries with technology. While currently living in the United States, Mr. Gokcen has held positions in international markets during his career.

Lindsay’s Chairman, Robert Brunner, remarked, “Ibrahim’s solid track record of leading the digital transformation at several world-class industrial companies will provide valuable insight to Lindsay’s Board of Directors and management as we continue to focus on strategic growth.”

Lindsay’s President and Chief Executive Officer Randy Wood added, “I am very pleased to have Ibrahim join our Board. His broad technology and international experiences will help Lindsay continue to grow as a global innovation-based company.”

About the Company

Lindsay Corporation (NYSE: LNN) is a leading global manufacturer and distributor of irrigation and infrastructure equipment and technology. Established in 1955, the company has been at the forefront of research and development of innovative solutions to meet the food, fuel, fiber and transportation needs of the world’s rapidly growing population. The Lindsay family of irrigation brands includes Zimmatic^® center pivot and lateral move agricultural irrigation systems and FieldNET^® remote irrigation management and scheduling technology, as well as irrigation consulting and design and industrial IoT solutions. Also a global leader in the transportation industry, Lindsay Transportation Solutions manufactures equipment to improve road safety and keep traffic moving on the world’s roads, bridges and tunnels, through the Barrier Systems^®, Road Zipper^® and Snoline^™ brands. For more information about Lindsay Corporation, visit www.lindsay.com.

Concerning Forward-looking Statements

This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. You can find a discussion of many of these risks and uncertainties in the annual, quarterly and current reports that the Company files with the Securities and Exchange Commission. Forward-looking statements include information concerning possible or assumed future results of operations and planned financing of the Company and those statements preceded by, followed by or including the words “anticipate,” “estimate,” “believe,” “intend,” “expect,” “outlook,” “could,” “may,” “should,” “will,” or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking information contained in this press release.

XML

Document and Entity Information	Feb. 01, 2021
Cover [Abstract]
Entity Registrant Name	LINDSAY CORP
Security Exchange Name	NYSE
Entity Address, Country	US
Amendment Flag	false
Entity Central Index Key	0000836157
Document Type	8-K
Document Period End Date	Feb. 01, 2021
Entity Incorporation State Country Code	DE
Entity File Number	1-13419
Entity Tax Identification Number	47-0554096
Entity Address, Address Line One	18135 Burke Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68022
City Area Code	(402)
Local Phone Number	829-6800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1.00 par value
Trading Symbol	LNN
Entity Emerging Growth Company	false