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): July 8, 2021
CUSTOM TRUCK ONE SOURCE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-38186 | | 84-2531628 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
7701 Independence Ave Kansas City, Missouri | | 64125 |
| (Address of principal executive offices) | | (Zip code) |
816-241-4888
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| | ☐ | 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 (17CFR 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Exchange on Which Registered |
| Common Stock, $0.0001 par value | | CTOS | | New York Stock Exchange |
| Redeemable warrants, exercisable for Common Stock, $0.0001 par value | | CTOS.WS | | New York Stock Exchange |
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.
As noted below under Item 5.07, at the annual meeting of stockholders of Custom Truck One Source, Inc. (the “Company”) held on July 8, 2021, the Company’s stockholders, upon the recommendation of the Board of Directors of the Company, approved the amendment and restatement of the Company’s Amended and Restated 2019 Omnibus Incentive Plan (as amended and restated, the “Plan”), which had been previously approved by the Board of Directors, subject to the approval by stockholders. The Plan amends and restates the Company’s existing Amended and Restated 2019 Omnibus Incentive Plan in its entirety.
The Plan, among other things, increases the number of shares of the Company's common stock that may be issued thereunder by 8,500,000 shares from 6,150,000 shares to 14,650,000 shares. The Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash based awards.
A more detailed description of the material terms of the Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on June 10, 2021 (the “Proxy Statement”), and such description is hereby incorporated by reference herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the text of the Plan, which is included as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 8, 2021, the Company held an annual meeting of stockholders to vote on the following proposals, as described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the SEC on June 10, 2021:
Proposal One: To elect three Class B directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified. In accordance with the voting results listed below, each of the nominees was elected as a Class B director.
| Nominee | | For | | | Withheld | | | Broker Non-Votes | |
| Marshall Heinberg | | | 201,426,481 | | | | 671,944 | | | | 5,036,825 | |
| Louis Samson | | | 199,075,285 | | | | 3,023,140 | | | | 5,036,825 | |
| David Wolf | | | 198,989,973 | | | | 3,108,452 | | | | 5,036,825 | |
Proposal Two: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2021. In accordance with the voting results listed below, the appointment of Ernst & Young LLP was ratified by stockholders.
| | For | | | | Against | | | | Abstain | | | | Broker Non-Votes | |
| | 207,110,419 | | | | 12,711 | | | | 12,120 | | | | – | |
Proposal Three: To approve an amendment and restatement of the Company’s Amended and Restated 2019 Omnibus Incentive Plan. In accordance with the voting results listed below, the amendment and restatement of the Company’s Amended and Restated 2019 Omnibus Incentive Plan was approved by stockholders.
| | For | | | | Against | | | | Abstain | | | | Broker Non-Votes | |
| | 197,233,150 | | | | 4,859,404 | | | | 5,871 | | | | 5,036,825 | |
Proposal Four: To approve, on an advisory basis, the compensation of the Company’s named executive officers for 2020. In accordance with the voting results listed below, the compensation of the Company’s named executive officers was approved by stockholders.
| | For | | | | Against | | | | Abstain | | | | Broker Non-Votes | |
| | 201,413,095 | | | | 374,965 | | | | 310,365 | | | | 5,036,825 | |
Proposal Five: To indicate, on an advisory basis, the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers. In accordance with the voting results listed below, stockholders selected “every three years” as the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers.
| | Every Year | | | | Every Two Years | | | | Every Three Years | | | | Abstain | | | | Broker Non-Votes | |
| | 6,249,280 | | | | 8,624 | | | | 195,837,811 | | | | 2,710 | | | | 5,036,825 | |
Based on the voting results above, the Company has adopted a policy to hold an advisory vote to approve executive compensation every three years.
| Item 9.01 | Financial Statements and Exhibits. |
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: July 8, 2021 | Custom Truck One Source, Inc. |
| | |
| | /s/ Bradley Meader |
| | Bradley Meader
Chief Financial Officer |
