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): May 17, 2020
COLUMBUS MCKINNON CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
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| 0-27618 | | 16-0547600 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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| 205 Crosspoint Parkway | Getzville | NY | 14068 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number including area code: (716) 689-5400
_________________________________________________
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | CMCO | NASDAQ Global Select Market |
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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).
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| 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. | ☐ |
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On May 17, 2020, the Board of Directors (the “Board”) of Columbus McKinnon Corporation (the “Company”) approved and adopted the Sixth Amended and Restated By-Laws of the Company (the “Amended Bylaws”), which became effective immediately as of that date. The Amended Bylaws were modified (i) to provide that directors of the Company, other than a director that is also the Chief Executive Officer of the Company, may not serve on the boards of directors of more than four publicly traded companies (inclusive of the Company’s Board) and that the Company’s Chief Executive Officer may not serve on the boards of directors of more than two publicly traded companies (inclusive of the Company’s Board) and (ii) to state that the size of the Board could be fixed at no more than ten (10) members for the limited time period between May 17, 2020 and September 1, 2020 and, after September 1, 2020, again no more than nine (9) members.
The description above is summary in nature, not complete and qualified in its entirety by reference to the full text of the Amended Bylaws attached hereto as Exhibit 3.1 and incorporated by reference herein.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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EXHIBIT
NUMBER | | DESCRIPTION |
| | | |
| | Sixth Amended and Restated By-laws, effective May 17, 2020 |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are 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 thereunto duly authorized.
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| COLUMBUS McKINNON CORPORATION |
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| By: | /s/ Alan S. Korman |
| Name: | Alan S. Korman |
| Title: | Vice President Corporate Development, General |
| | Counsel and Chief Human Resources Officer |
Dated: April 12, 2021
