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): May 2, 2017
The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)
|
| | | | |
| Wisconsin | | 1-11978 | | 39-0448110 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number)
|
2400 South 44th Street, Manitowoc, Wisconsin 54221-0066
(Address of principal executive offices including zip code)
(920) 684-4410
(Registrant's telephone number, including area code)
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 (see General Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2017, The Manitowoc Company, Inc. (the “Company”) held its 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”). At the 2017 Annual Meeting, the Company’s shareholders voted on: (i) the election of nine directors; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017; (iii) an advisory proposal to approve the compensation of the Company’s named executive officers, as disclosed in the Company’s Definitive Proxy Statement, dated March 17, 2017, for the 2017 Annual Meeting (the “2017 Proxy Statement”); and (iv) an advisory proposal related to the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.
The nominees named below were elected as directors at the 2017 Annual Meeting to each serve a one-year term expiring at the Company’s Annual Meeting of Shareholders to be held in 2018, or until their respective successors are duly elected and qualified, by the indicated votes cast:
|
| | | |
| Name of Nominee | For | Withheld | Broker Nonvotes |
| José María Alapont | 104,706,553 | 1,239,516 | 22,114,319 |
| Robert G. Bohn | 104,603,236 | 1,342,833 | 22,114,319 |
| Donald M. Condon, Jr. | 104,696,510 | 1,249,559 | 22,114,319 |
| Anne M. Cooney | 104,748,640 | 1,197,429 | 22,114,319 |
| Kenneth W. Krueger | 104,976,096 | 969,973 | 22,114,319 |
| Jesse A. Lynn | 104,605,357 | 1,340,712 | 22,114,319 |
| C. David Myers | 104,704,822 | 1,241,247 | 22,114,319 |
| Barry L. Pennypacker | 104,807,991 | 1,138,078 | 22,114,319 |
| John C. Pfeifer | 105,146,003 | 800,066 | 22,114,319 |
The appointment of PricewaterhouseCoopers LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2017, was ratified by the indicated votes cast:
|
| | | |
| For | Against | Abstentions | Broker Nonvotes |
| 126,689,698 | 1,177,299 | 193,391 | 0 |
The advisory proposal seeking approval of the compensation of the Company’s named executive officers, as disclosed in the 2017 Proxy Statement, was approved by the indicated votes cast:
|
| | | |
| For | Against | Abstentions | Broker Nonvotes |
| 103,396,619 | 2,150,743 | 398,693 | 22,114,333 |
The advisory proposal related to the frequency of future advisory votes to approve named executive officer compensation received the following votes:
|
| | | | |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Nonvotes |
| 92,979,486 | 308,992 | 7,292,867 | 238,276 | 27,240,766 |
Based on the results of the votes on the advisory proposals listed above and other factors, the Board of Directors decided that the Company will continue to hold annual advisory votes to approve named executive officer compensation.
Further information concerning the matters voted upon at the 2017 Annual Meeting is contained in the 2017 Proxy Statement.
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.
|
| |
| | THE MANITOWOC COMPANY, INC. |
| | (Registrant) |
| | |
| DATE: May 5, 2017 | /s/ Louis F. Raymond |
| | Louis F. Raymond |
| | Vice President, General Counsel and Secretary |
