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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 28, 2020

 

DOUGLAS DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-34728   13-4275891
(State or other
jurisdiction of
incorporation)
  (Commission File
Number)
  (IRS Employer
Identification No.)

 

 

7777 North 73rd Street, Milwaukee, Wisconsin 53223

(Address of principal executive offices, including zip code)

 

(414) 354-2310

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

 

 

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 $.01 per share   PLOW   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 5.07.Submission of Matters to a Vote of Security Holders.

 

On April 28, 2020, Douglas Dynamics, Inc. (the “Company”) held its annual meeting of stockholders (the “2020 Annual Meeting”). The name of each director elected at the 2020 Annual Meeting, a brief description of each other matter voted upon at the 2020 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.

 

Election of Two Directors to Terms Expiring at the 2023 Annual Meeting of Stockholders

 

Name of Nominee  Shares Voted For   Shares Withheld   Broker Non-Votes 
James L. Janik   19,054,875    657,492    1,749,082 
James D. Staley   17,681,689    2,030,677    1,749,082 

 

Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers

 

Shares Voted For  Shares Voted
Against
   Abstentions   Broker Non-Votes 
19,471,305   213,180    27,881    1,749,082 

 

Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2020

 

Shares Voted For  Shares Voted Against   Abstentions 
21,437,824   13,412    10,213 

 

Approval of the Company’s Amended and Restated 2010 Stock Incentive Plan

 

Shares Voted For  Shares Voted
Against
   Abstentions   Broker Non-Votes 
19,193,075   494,967    24,325    1,749,082 

 

 

 

 

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 1, 2020

 

  DOUGLAS DYNAMICS, INC.
   
  By: /s/ Sarah Lauber 
    Sarah Lauber
    Chief Financial Officer and Secretary