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 12, 2023

TEREX CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10702	34-1531521
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

45 Glover Avenue	Norwalk	Connecticut	06850
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code (203) 222-7170

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 (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
Common Stock ($0.01 par value)	TEX	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 12, 2023, John L. Garrison Jr. notified the Board of Directors (the “Board”) of Terex Corporation (“Terex” or the “Company”) of his intention to retire as Chairman, CEO and as a member of the Board, effective January 1, 2024. Mr. Garrison will continue as a consultant for Terex from January 1, 2024 through June 30, 2024.

The Board has appointed Simon Meester, the current President Aerial Work Platforms, to succeed Mr. Garrison as President and CEO, effective January 1, 2024. Mr. Meester has also been appointed a member of the Board effective January 1, 2024. Mr. Meester will not be a member of any committees of the Board.

Simon Meester, age 54, has been President Aerial Work Platforms since May 2023. He was appointed President, Genie, on August 1, 2021. Previously, Mr. Meester had been serving as Chief Operating Officer of Genie since June 2020. He joined Terex in 2018 as Vice President, Global Sales and Marketing Administration for Genie. Prior to joining Terex, he was Vice President and General Manager of the Industrial Control Division at Eaton Corporation. Earlier, he spent 14 years in progressively senior roles at Caterpillar, Inc., before becoming President, Sandvik Mining and Construction in India. He has managed global teams and operations for more than 20 years, based in seven countries, including 11 years in the United States.

In connection with his promotion to CEO, the Compensation Committee approved Mr. Meester receiving an annual base salary of $925,000 and a target annual incentive compensation opportunity of 110% of his annual base salary, effective January 1, 2024. In addition, Mr. Meester will be eligible for a 2024 long-term incentive award in the amount of $4,700,000, which will be both time-based and performance-based. The timing and form of this award will be consistent with the timing and form of similar 2024 long-term incentive awards granted to the other Terex executives.

Mr. Meester will enter into a Change in Control and Severance Agreement which will provide for two years of salary, bonus and benefits upon the occurrence of certain events.

There are no arrangements or understandings between Mr. Meester and any other person pursuant to which he was elected as a director. There are not transactions or proposed transactions between Mr. Meester and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

The foregoing description of Mr. Meester’s appointment is qualified in its entirety by reference to the full and complete text of Mr. Meester’s Employment Letter, which is attached hereto and incorporated by reference herein as Exhibit 10.1 to this Item 5.02.

A copy of the Company’s press release, dated October 17, 2023, announcing the retirement of Mr. Garrison and appointment of Mr. Meester as President, Chief Executive Officer and a member of the Board is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 5.02.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Employment Letter from Terex Corporation signed by Simon Meester on October 12, 2023.

99.1 Press release of Terex Corporation issued on October 17, 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: October 17, 2023

TEREX CORPORATION

By: /s/Scott J. Posner

Scott J. Posner

Senior Vice President

General Counsel and Secretary

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EX-10.1

October 12, 2023

Simon Meester

Dear Simon,

We are pleased to confirm our offer to you for the position of Chief Executive Officer (“CEO”) for Terex Corporation (“Terex” or the “Company”). The CEO is a very visible position in our Company with duties customarily associated with that position and such other duties consistent therewith as may be determined by the Board, including overall responsibility for the Company's corporate policy making, organization and operation, and accomplishment of its plans and objectives. The CEO position is the senior-most executive position at our Company, reporting directly to the Board of Directors. In addition, it is intended that you will become a member of Terex Corporation Board of Directors.

The following represents the terms of our offer of employment to you:

1.Your employment as CEO for Terex is expected to start on January 1, 2024 or on such other date as is mutually agreed by you and the Company.

2.You will be compensated at the rate of $35,576.92 per bi-weekly pay period which annualizes to $925,000.   Your Base Salary will be reviewed annually and adjusted as determined by the Board.

3.You will be eligible to participate in the Terex Management Incentive Bonus Plan effective January 1, 2024 with a target set at 110% of your base salary. The eligibility for and elements of the Plan are adjusted each year by the Company and typically include formulas based on both Terex financial performance as well as individual performance. You can earn more or less than your target amount based on Terex’s financial performance and your individual performance and achievement of goals. Each year, you will be issued a copy of the Plan for that year setting forth the details, including conditions for payout, for that year. The details will be presented to you early in 2024.

4.Subject to compliance with all applicable laws, and conditioned on the formal ratification of the Compensation and Human Capital Committee of the Board of Directors, you will receive a 2024 long term incentive award under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan in the amount of $4,700,000, which will be both time and performance based. The vesting and form of this award will be consistent with the vesting and form of similar 2024 long term incentive awards granted to other similarly situated Terex executives. Eligibility to participate does not guarantee any future awards. Future eligibility, frequency, type, or amount of awards will be linked to company financial performance and individual performance and vary over time.

5.You will remain eligible to participate in either the Terex Deferred Compensation Plan (“DCP”) or the ERISA Excess Plan (“EEP”) offered to senior level executives. Both the DCP and EEP Plan provide alternatives for use in deferring income taxes. There is a 25% matching contribution on eligible deferrals to the Terex Stock Fund in the DCP. There is a matching contribution of up to 5% for eligible deferrals to the EEP.

Terex Corporation 45 Glover Avenue Norwalk, CT 06850 USA TEL +1 203 222 7170 FAX +1 203 222 7976 www.terex.com

6.You will remain eligible to participate in the Terex Corporation Defined Contribution Supplemental Executive Retirement Plan. This plan provides for an annual contribution of 10% of your annual salary and bonus earned to be deposited to the Bond Fund of the DCP. Additional details of this plan will be provided to you separately.

7.The Company will provide you with change in control and severance protection upon commencement of your new role, which will be for twenty-four (24) months of salary, bonus, and benefits, in accordance with the Company’s standard Change in Control and Severance Agreement (the “Severance Agreement” and such severance as defined therein, “Severance”).

8.You will receive up to $25,000 of relocation assistance in connection with your setting up a second residence in Connecticut, close to the Company’s headquarters. Should you resign or be released for cause, as determined by the Company in its sole discretion, within one (1) year of your employment as CEO of the Company, you would be required to repay the Company a prorated amount of the total relocation expenses based on the number of full months of employment after relocation (e.g. if after your start as CEO you worked for 9 months and then resigned, you would be required to repay twenty-five percent of your relocation expenses). This relocation assistance is offered for a time period up to twelve (12) months after January 1, 2024. Relocation expenses will be grossed-up at the employee’s tax rate.

9.You will be eligible to accrue Paid Time Off at the rate of 184 hours annually. All other provisions of the Paid Time Off policy will apply.

10.You will continue to participate in Terex Corporation’s comprehensive benefits program including medical, dental, vision, life insurance, and disability benefits, a 401 (k) plan with a Company match, and an employee stock purchase plan with a Company match.

Confidentiality

(a)    You agree that you will not at any time, either during your employment with Terex or thereafter, divulge to any person, firm or corporation outside of Terex Corporation, any confidential or privileged information or trade secrets received by you during the course of your employment, with regard to the financial, business operations, manufacturing methods, processes, know-how, or procedures of Terex Corporation, or any of its affiliated companies, parent or subsidiaries. All such information shall be kept confidential and shall not, in any manner, be revealed to anyone, provided, however, that the foregoing provision shall not apply to any information which is or generally becomes available to the public through no breach by yourself of this paragraph.

(b)    You agree that you will not at any time during the period of your employment hereunder engage in any business or own or control any interest in, or act as a director, officer, team member, agent or consultant of, any firm, corporation, partnership or other entity, directly or indirectly engaged in the business being conducted by Terex Corporation, or its affiliated companies, parent or subsidiaries, or which manufactures or sells products which are in direct competition with the products sold by Terex Corporation, or its affiliated companies, parent or subsidiaries.

(c)     You agree that you have not disclosed any trade secrets or confidential information of your prior employer(s) to the Company during the course of these negotiations and that you have not been asked to do so by the Company. You further agree that you will not disclose any trade secrets or confidential information of your prior employer(s) to the Company at any time during your employment with the Company. By way of illustration but not limitation, “confidential

information” means non-public proprietary company information including: information and materials related to proprietary products, services, experimental work, research, pricing information, business procedures, strategies, and methodologies, customer lists and business histories, analyses of customer information, and technical data and/or specifications related to your prior employer’s(s’) products.

(d)     Despite the confidentiality provisions in this agreement, you shall be immune from civil or criminal liability for disclosure of trade secrets in three situations: (1) where you disclose the trade secret in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney for the purpose of reporting or investigating a suspected violation of law; (2) where you disclose the trade secret in a sealed filing in a lawsuit or other proceeding; and/or (3) where you disclose the trade secret to your attorney in the course of pursuing a lawsuit where you allege retaliation for reporting a suspected violation of the law.

Terex Code of Ethics and Conduct

Terex is committed to an ethical business culture based on our Terex Way values, as described in the Terex Code of Ethics and Conduct (the “Code”). You agree that you will comply with all aspects of the Code during your employment with the Company.

Employment at Will

Nothing in this offer of employment should be construed, understood, or interpreted to mean, promise, guarantee, contract, or imply employment by Terex Corporation for any definite or specific length of time. Employment is strictly at will and you or the Company can end your employment at any time, for any reason not prohibited by law.

I want to thank you again for your strong commitment to Terex Corporation. We believe Terex has a very bright future and look forward to your continued strong contributions to Terex’s future.

Please indicate your acceptance of this offer by signing the enclosed copy and returning it to me at your earliest convenience.

Sincerely,

/s/ David A. Sachs________________

David A. Sachs

Lead Director

Accepted: /s/ Simon Meester__________
Simon Meester

Date Signed: 10/12/2023

cc: John L. Garrison

EX-99.1

Terex Announces Leadership Succession Plan

•John L. Garrison, Jr. to retire as Chairman and CEO effective January 1, 2024

•Simon Meester, current President Terex Aerial Work Platforms, named next CEO

•Joshua Gross named next President Genie

•Raises Full Year 2023 Outlook

[IMAGE]

Norwalk, CT, October 17, 2023 -- Terex Corporation (NYSE: TEX) today announced that John L. Garrison, Jr. is retiring as Chairman and Chief Executive Officer and a member of the Board of Directors, effective January 1, 2024. Garrison will be succeeded by Simon Meester, current President Terex Aerial Work Platforms, as the Company’s President and Chief Executive Officer. Meester will also join the Company’s Board. Garrison will work closely throughout the remainder of 2023 with Meester to ensure a seamless and orderly transition of responsibilities. Joshua Gross, current Genie Vice President of Global Strategy and Product Management, will be promoted to President Genie. Garrison will continue as a consultant for Terex after January 1, 2024 through June 30, 2024. David Sachs, currently lead independent director of the Terex Board will become Non-Executive Chairman of the Board effective January 1, 2024.

Garrison said, “Leading Terex has been the highlight of my career. Without a doubt, our success and achievements have been driven by our dedicated, engaged team members who live our Terex Way Values and Zero Harm Safety culture each and every day. Terex is in as strong a position as it has ever been in and now is the right time to begin the transition to Terex’s next leader. I have had the privilege of working closely with Simon for a number of years and he has proven to be a global, strategic thinker with a natural ability to lead teams and drive results. I have great confidence that he is the right leader for Terex as the Company focuses on delivering long-term value for its stakeholders.”

Sachs said, “On behalf of the entire Board, I want to thank John for his significant contributions, leadership and dedicated years of service to Terex. Since his appointment as CEO, he has been instrumental in transforming our Company into the Terex of today which comprises a very strong portfolio of market leading businesses. Under his leadership, Terex has experienced remarkable success and remains well positioned for continued growth. The naming of Simon as the next CEO is the culmination of a thorough and orderly succession planning process undertaken by the Terex Board, that included the evaluation of internal and external candidates, to ensure continuity of leadership. The Board is confident that Simon is the right choice to lead Terex in its next phase of growth and value creation for our shareholders.”

“I am excited and humbled to be named the next CEO of Terex,” said Meester. “It is an honor and privilege to represent our dedicated and hardworking team members. We are in a great position for the future given our strong foundation, and I look forward to continuing to work closely with John to ensure a

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seamless transition. In the months ahead, I also will continue to work closely with Josh Gross to ensure a smooth transition at Genie. Josh has been a critical member of the Genie leadership team and is the right person to successfully drive Genie’s strategic initiatives going forward.”

Gross said, “I look forward to working alongside Simon and our leadership team as we continue to provide our customers with industry leading products and services. This is an exciting time for our business and an incredible opportunity to build the future together with our customers.”

Raises Full Year 2023 Outlook

Terex expects its full year 2023 earnings per share results to be approximately $7.05. The Company will provide a detailed full year 2023 outlook when it releases its third quarter 2023 financial results on October 26, 2023.

About Simon Meester

Simon Meester has been President Aerial Work Platforms since May 2023. He was appointed President, Genie, on August 1, 2021. Previously, Mr. Meester had been serving as Chief Operating Officer of Genie since June 2020. He joined Terex in 2018 as Vice President, Global Sales and Marketing Administration for Genie. Prior to joining Terex, he was VP and General Manager of the Industrial Control Division at Eaton Corporation. Earlier, he spent 14 years in progressively senior roles at Caterpillar, Inc., before becoming President, Sandvik Mining and Construction in India. He has managed global teams and operations for more than 20 years, based in seven countries, including 11 years in the United States. He holds an MBA from the University of Surrey, England and a Bachelor of Science in automotive engineering, Apeldoom, Netherlands.

About Josh Gross

Josh has been Genie’s Vice President Global Strategy and Product Management since July 2022, and prior to that was Vice President Global Commercial Operations since August 2020. Josh joined Genie in 2019 and has led areas including strategy, product management, Genie Operating System, marketing, pricing and sales, inventory and operations planning (SIOP). He has worked closely with Simon in reimagining Genie’s brand positioning, resulting in the launch of Genie’s updated brand promise, “Quality by Design.” Before joining Genie, Josh spent almost 11 years with Eaton, where he served in a variety of roles in increasing levels of responsibility including Plant Operations Manager and Multi-Site Leader, Global Product Line Manager (P&L Leader), Product Manager, and Senior Sales Engineer. Josh holds BS degrees in Aerospace Engineering and Mechanical Engineering from West Virginia University, and an MBA from Marquette University.

Forward-Looking Statements

Certain information in this press release includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995) regarding future events or our future financial performance that involve certain contingencies and uncertainties, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2022, and subsequent reports we file with the U.S. Securities and Exchange Commission from time to time, in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingencies and Uncertainties.” In addition, when included in this press release the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “will” and the negatives thereof and analogous or similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statement is not forward-looking. We have based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties, many of which are beyond our control, include, among others:

Actual events or our actual future results may differ materially from any forward-looking statement due to these and other risks, uncertainties and material factors. The forward-looking statements contained herein speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this press release to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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About Terex

Terex Corporation is a global manufacturer of materials processing machinery and aerial work platforms. We design, build and support products used in construction, maintenance, manufacturing, energy, recycling, minerals and materials management applications. Certain Terex products and solutions enable customers to reduce their impact on the environment including electric and hybrid offerings that deliver quiet and emission-free performance, products that support renewable energy, and products that aid in the recovery of useful materials from various types of waste. Our products are manufactured in North America, Europe, Australia and Asia and sold worldwide. We engage with customers through all stages of the product life cycle, from initial specification to parts and service support.

Contact Information

Investors: Paretosh Misra

Head of Investor Relations

Phone: 203-604-3977

Email: paretosh.misra@terex.com

News media: William Adler

Phone: 203-767-8001

Email: william.adler@terex.com

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XML

Cover Page	Oct. 12, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 12, 2023
Entity Registrant Name	TEREX CORP
Entity Central Index Key	0000097216
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-10702
Entity Tax Identification Number	34-1531521
Entity Address, Address Line One	45 Glover Avenue
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06850
City Area Code	203
Local Phone Number	222-7170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	TEX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false