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): March 6, 2024

Alamo Group Inc.

(Exact name of registrant as specified in its charter)

 

State of Delaware	0-21220	74-1621248
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

  

1627 E. Walnut, Seguin, Texas	78155
(Address of Registrant’s principal executive offices)	(Zip Code)

	(830) 379-1480
Registrant's telephone number, including area code:
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, par value $.10 per share	ALG	New York Stock Exchange

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 March 6, 2024, Alamo Group Inc. (the “Company”) issued a press release announcing the retirement of Executive Vice President, Chief Financial Officer, and Treasurer, Richard J. Wehrle, effective May 3, 2024. The Company also announced that Agnes Kamps has joined the Company as its Executive Vice President and Treasurer as of March 6, 2024. Upon Mr. Wehrle’s retirement, Ms. Kamps will succeed Mr. Wehrle as Chief Financial Officer. Ms. Kamps joins the Company from Americas Styrenics, LLC, where she has served as Vice President and Chief Financial Officer since January 2021. Prior to her role with Americas Styrenics, Ms. Kamps served in various accounting management capacities with several Siemens companies and with United Technologies. Ms. Kamps holds a Bachelor of Business Administration with an accounting concentration from Robert Morris University and a Master of Business Administration from Friedrich‐Alexander‐Universität Erlangen‐Nürnberg.

In connection with Agnes Kamps’s appointment, the Compensation Committee of the Board of Directors of the Company approved a compensation package effective March 6, 2024. Ms. Kamps’s annual base salary will be $450,000.00 and she will receive a sign-on bonus of $50,000.00, subject to repayment should she leave the Company prior to completing one year of service. Ms. Kamps will be eligible to participate in the Company’s Executive Incentive Plan at the 60% level, pro-rated for 2024, with the amount of the payouts currently ranging from 0% to 200% of target based on performance. Ms. Kamps will be awarded 1,400 Restricted Stock Awards and be eligible for an $800.00 monthly car allowance. Ms. Kamps will enter into a change in control agreement with the Company in the form generally applicable to executive officers of the Company, as filed as an exhibit to the Company’s most recent Annual Report on Form 10-K. Ms. Kamps will also be eligible to participate in benefit plans generally offered to the Company’s executive officers, including a 401(k) plan and medical, dental, disability, life and dependent life insurance coverage.

There are no transactions involving Ms. Kamps that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

Exhibit 99.1 - Press Release dated March 6, 2024.

Exhibit 104 - Cover Page Interactive Data File - Inline XBRL for the cover page of this Current Report on Form 8-K

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.

 

March 6, 2024	By:  /s/ Edward T. Rizzuti
	Edward T. Rizzuti,
	General Counsel & Secretary

EX-99.1

	For:	Alamo Group Inc.
	Contact:	Richard J. Wehrle
		Executive Vice President & CFO
		830-372-9620
		Financial Relations Board
		Joe Calabrese
		212-827-3772

ALAMO GROUP INC. ANNOUNCES RICHARD J. WEHRLE PLANS TO RETIRE AS EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, AND TREASURER; AGNES KAMPS

APPOINTED AS SUCCESSOR

SEGUIN, Texas, March 6, 2024 -- Alamo Group Inc. (NYSE: ALG) today announced that Richard J. Wehrle, Executive Vice President, Chief Financial Officer and Treasurer, will retire from the Company on May 3, 2024.Ms. Agnes Kamps joined the Company as Executive Vice-President on March 6, 2024, and will take on the duties of Company Treasurer immediately.Upon Mr. Wehrle’s retirement, Ms. Kamps will succeed Mr. Wehrle as the Company’s Chief Financial Officer.Ms. Kamps joins the Company from Americas Styrenics, LLC, where she has served as Vice President and Chief Financial Officer since January 2021.Prior to her role with Americas Styrenics, Ms. Kamps served in various accounting and finance management capacities with several Siemens companies and with United Technologies.Ms. Kamps holds a Bachelor of Business Administration with an accounting concentration from Robert Morris University and a Master of Business Administration from Friedrich‐Alexander‐Universität Erlangen‐Nürnberg.

Chief Executive Officer and President, Jeffery A. Leonard, commented on the above changes as follows, “Richard has been a part of Alamo Group for over 35 years.He has helped guide the Company through many stages of its development as a vital member of our team.He has been a leader in our positive, profitable growth during his long tenure as Corporate Controller and later as Chief Financial Officer.We want to wish him a long, healthy retirement with his family.We are very pleased to have Agnes join the Company and are excited for what the future holds for her as a part of our leadership team as we continue to grow.”

About Alamo Group

Alamo Group is a leader in the design, manufacture, distribution and service of high quality equipment for infrastructure maintenance, agriculture and other applications. Our products include truck and tractor

mounted mowing and other vegetation maintenance equipment, street sweepers, snow removal equipment, excavators, vacuum trucks, other industrial equipment, agricultural implements, forestry equipment and related after-market parts and services. The Company, founded in 1969, has approximately 4,350 employees and operates 29 plants in North America, Europe, Australia and Brazil as of December 31, 2023.The corporate offices of Alamo Group Inc. are located in Seguin, Texas.

Forward Looking Statements

This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Among those factors which could cause actual results to differ materially are the following: adverse economic conditions which could lead to a reduction in overall market demand, supply chain disruptions, labor constraints, unanticipated acquisition results, increasing costs due to inflation, disease outbreaks, geopolitical risks, including effects of the war in Ukraine and the Middle East, competition, weather, seasonality, currency-related issues, and other risk factors listed from time to time in the Company’s SEC reports. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date.

XML

Cover	Mar. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 06, 2024
Entity Registrant Name	Alamo Group Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-21220
Entity Tax Identification Number	74-1621248
Entity Address, Address Line One	1627 E. Walnut
Entity Address, City or Town	Seguin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78155
City Area Code	830
Local Phone Number	379-1480
Title of 12(b) Security	Common Stock, par value$.10 per share
Trading Symbol	ALG
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000897077