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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):         April 23, 2024

 

 

(Exact name of registrant as specified in its charter)

 

 

(Address of principal executive offices, including zip code)

 

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

______________________

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 April 23, 2024, at the Douglas Dynamics, Inc. (the "Company") 2024 annual meeting of shareholders (the "Annual Meeting"), the Company's stockholders approved the Douglas Dynamics, Inc. 2024 Stock Incentive Plan (the "2024 Plan"), which had previously been approved by the Company's Board of Directors (the "Board"), subject to stockholder approval. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07 of this Current Report on Form 8-K.

 

The Company previously maintained the Douglas Dynamics, Inc. 2010 Stock Incentive Plan (the "2010 Plan"). Effective upon stockholder approval at the Annual Meeting, the 2024 Plan replaced the 2010 Plan, and the 2010 Plan was terminated. No new awards will be granted under the 2010 Plan. Awards currently outstanding under the 2010 Plan will remain outstanding under the 2010 Plan in accordance with their terms.

 

The 2024 Plan is described in detail in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on March 22, 2024, under the caption "Proposal 3 - Approval of the Company’s Stock Incentive Plan," which description is incorporated herein by reference. A copy of the 2024 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

 

Item 5.07.         Submission of Matters to a Vote of Security Holders.

 

The name of each director elected at the 2024 Annual Meeting, a brief description of each other matter voted upon at the 2024 Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below.

 

 

 

 

 

 

 

 

 

 

 

Item 9.01.         Financial Statements and Exhibits.

 

(a)         Not applicable.

 

(b)         Not applicable.

 

(c)         Not applicable.

 

(d)         Exhibits. The following exhibit is being filed herewith:

 

(10.1)         Douglas Dynamics, Inc. 2024 Stock Incentive Plan

(104)          Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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: April 26, 2024