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): January 25, 2024
ENERPAC TOOL GROUP CORP.
(Exact name of Registrant, as specified in its charter)
| Wisconsin | 1-11288 | 39-0168610 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
N86 W12500 WESTBROOK CROSSING
MENOMONEE FALLS, WISCONSIN 53051
Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (262) 293-1500
Former name or 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 (see General Instruction A.2. below):
| ☐ | 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)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
| Class A Common Stock, par value $0.20 per share | EPAC | 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 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of the Shareholders (the “Annual Meeting”) of Enerpac Tool Group Corp. (the “Company”) was held January 25, 2024. At the Annual Meeting, shareholders elected the following directors to serve until the Company’s next annual meeting and until their successors are elected and qualified:
| Shares Voted in Favor of | Shares Withholding Authority | Broker Non-Votes | |||||||||
| Alfredo Altavilla | 49,429,216 | 1,416,070 | 1,197,678 | ||||||||
| Judy L. Altmaier | 49,445,571 | 1,399,715 | 1,197,678 | ||||||||
| J. Palmer Clarkson | 49,366,238 | 1,479,048 | 1,197,678 | ||||||||
| Danny L. Cunningham | 50,567,311 | 277,975 | 1,197,678 | ||||||||
| E. James Ferland | 50,246,300 | 598,986 | 1,197,678 | ||||||||
| Colleen M. Healy | 50,676,939 | 168,347 | 1,197,678 | ||||||||
| Richard D. Holder | 49,245,459 | 1,599,827 | 1,197,678 | ||||||||
| Lynn C. Minella | 49,382,660 | 1,462,626 | 1,197,678 | ||||||||
| Sidney S. Simmons | 50,550,887 | 294,399 | 1,197,678 | ||||||||
| Paul E. Sternlieb | 50,627,776 | 217,510 | 1,197,678 | ||||||||
The following reflects the voting results regarding (i) the ratification of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2024 and (ii) the advisory vote on the compensation of the Company's named executive officers:
| Shares Voted in Favor of | Shares Voted Against | Abstentions | Broker Non-Votes | |||||||||||
| Ratification of Ernst & Young LLP as the Company’s independent auditor | 51,984,570 | 40,467 | 17,927 | — | ||||||||||
| Advisory vote on the compensation of the Company's named executive officers | 36,214,125 | 14,610,614 | 20,547 | 1,197,678 | ||||||||||
As a result, all such matters were approved by the respective requisite votes of the shareholders.
In addition, the final matter brought for a shareholder vote at the Annual Meeting was an advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers. The following reflects the voting results for such matter:
| Every One Year | Every Two Years | Every Three Years | Abstain | ||||||||
| 49,210,929 | 26,114 | 1,586,052 | 22,191 | ||||||||
Consistent with the results of this advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, the Company’s Board of Directors has made the determination to continue to hold the advisory vote on the compensation of the Company’s named executive officers on an annual basis.
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: January 30, 2024 | ||||||||
| ENERPAC TOOL GROUP CORP. | ||||||||
| By: | /s/ James Denis | |||||||
| James Denis | ||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||