false 0001287213 0001287213 2023-04-25 2023-04-25
 
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 25, 2023
 
 
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.)
11270 W Park Place Ste 300, Milwaukee, Wisconsin 53224
(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 25, 2023, Douglas Dynamics, Inc. (the “Company”) held its annual meeting of stockholders (the “2023 Annual Meeting”). The name of each director elected at the 2023 Annual Meeting, a brief description of each other matter voted upon at the 2023 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 2026 Annual Meeting of Stockholders
 
Name of Nominee
 
Shares Voted For
 
Shares Withheld
 
Broker Non-Votes
Joher Akolawala
 
19,807,338
 
269,833
 
1,194,247
James L. Janik
 
18,631,458
 
1,445,712
 
1,194,247
 
 
Advisory Vote on Approval of the Compensation of the Companys Named Executive Officers
 
Shares Voted For
 
Shares Voted Against
 
Abstentions
 
Broker Non-Votes
19,908,869
 
142,403
 
25,898
 
1,194,247
 
 
Advisory Vote on Frequency of Future Advisory Stockholder Votes on Compensation of the Companys Name Executive Officers
 
Votes for 1 Year
 
Votes for 2 Years
 
Votes for 3 Years
 
Abstentions
 
Broker Non-Votes
19,090,734
 
8,132
 
965,446
 
12,858
 
1,194,247
 
 
 
The Company has decided that it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of future advisory votes on executive compensation as required pursuant to Section 14A of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
 
 
Ratification of the Appointment of Deloitte& Touche LLP as Independent Registered Public Accounting Firm for 2023
 
Shares Voted For
 
Shares Voted Against
 
Abstentions
21,255,859
 
5,963
 
9,596
 
 

 
 
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: April 28, 2023
 
DOUGLAS DYNAMICS, INC.
       
By:
/s/ Sarah Lauber
Sarah Lauber
Chief Financial Officer and Secretary