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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

 

 

 

 

(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)

 

 

 

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:

 

 

 

 

 

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

 

 

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. ☐

 

 

 

On April 30, 2026, Douglas Dynamics, Inc. (the “Company”) amended the Company’s Fourth Amended and Restated Certificate of Incorporation to provide for exculpation from personal liability for certain officers as permitted by Delaware law (the “Amendment”) by filing a Certificate of Amendment with the Secretary of State of Delaware. The Amendment was previously approved by the Company’s Board of Directors, subject to stockholder approval, and was approved by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders held on April 29, 2026 (the “2026 Annual Meeting”). A more complete description of the Amendment is set forth in Proposal 4 contained in the Company’s definitive proxy statement for the 2026 Annual Meeting, which was filed with the Securities and Exchange Commission on March 20, 2026. Each of that description and the foregoing summary of the Amendment and the Certificate of Amendment as set forth under this Item 5.03 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

As described in Item 5.03 above, the Company held its 2026 Annual Meeting on April 29, 2026. The name of each director elected at the 2026 Annual Meeting, a brief description of each other matter voted upon at the 2026 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 Three Directors to Terms Expiring at the 2029 Annual Meeting of Stockholders.

 

 

Election of One Director to a Term Expiring at the 2028 Annual Meeting of Stockholders.

 

 

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

 

 

Ratification of the Appointment of Deloitte& Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026.

 

 

 

Approval of the Amendment to the Fourth Amended and Restated Certificate of Incorporation to Provide for Exculpation from Personal Liability for Certain Officers as Permitted by Delaware Law.

 

 

 

 

(d) Exhibits

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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, 2026