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 6, 2021
TEREX CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | |
| Delaware | 1-10702 | 34-1531521 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| | | | | | | | | | | |
| 45 Glover Avenue | Norwalk | Connecticut | 06850 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code (203) 222-7170
| | |
| 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 (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 |
| Common Stock ($0.01 par value) | TEX | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | |
| 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.
(e) As described under Item 5.07 of this Current Report, on May 6, 2021, at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Terex Corporation (the “Company”), the Company’s stockholders approved an amendment to the Terex Corporation 2018 Omnibus Incentive Plan (the “Omnibus Plan”) to increase, by two million, the number of shares of the Company’s common stock available for grant thereunder.
The Omnibus Plan provides for incentive compensation in the form of (i) options to purchase stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units, (v) other stock awards, (vi) cash awards and (vii) performance awards. A description of the material terms of the plan is set forth in Proposal 3, under the heading “Approval of an Amendment to the Terex Corporation 2018 Omnibus Incentive Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 26, 2021 (the “Proxy Statement”), which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Omnibus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company’s Annual Meeting was held on May 6, 2021.
(b) At the Annual Meeting, the Company’s stockholders (i) elected Paula H. J. Cholmondeley, Donald DeFosset, John L. Garrison, Thomas J. Hansen, Sandie O’Connor, Christopher Rossi, Andra Rush and David A. Sachs to the Company’s Board of Directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) approved in an advisory vote, the compensation of the Company’s named executive officers, (iii) approved an amendment to the Omnibus Plan to increase the number of shares of the Company’s common stock available for grant thereunder, and (iv) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
The voting results for each matter submitted to a vote of stockholders at the Company’s Annual Meeting were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
Proposal 1: Election of Directors: | | | | | | | |
| Paula H. J. Cholmondeley | 55,542,421 | | | 2,036,738 | | | 39,405 | | | 5,736,972 | |
| Donald DeFosset | 52,563,237 | | | 5,014,574 | | | 40,753 | | | 5,736,972 | |
| John L. Garrison | 54,002,285 | | | 3,566,647 | | | 49,632 | | | 5,736,972 | |
| Thomas J. Hansen | 55,683,803 | | | 1,885,691 | | | 49,070 | | | 5,736,972 | |
| Sandie O’Connor | 56,927,197 | | | 652,142 | | | 39,225 | | | 5,736,972 | |
| Christopher Rossi | 57,498,780 | | | 70,767 | | | 49,017 | | | 5,736,972 | |
| Andra Rush | 56,696,893 | | | 880,803 | | | 40,868 | | | 5,736,972 | |
| David A. Sachs | 52,483,891 | | | 5,094,676 | | | 39,997 | | | 5,736,972 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | |
Proposal 2: Advisory vote on the compensation of the Company’s named executive officers | 55,204,456 | | | 2,286,520 | | | 127,588 | | | 5,736,972 | |
Proposal 3: Amendment to the Terex Corporation 2018 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock available for grant | 54,360,512 | | | 3,162,598 | | | 95,454 | | | 5,736,972 | |
Proposal 4: Ratification of the selection of KPMG LLP as independent registered public accounting firm for the Company for 2021 | 62,969,387 | | | 337,538 | | | 48,611 | | | 0 |
| | | | | | | |
| | | | | | | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (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 hereunto duly authorized.
Date: May 11, 2021
| | |
| TEREX CORPORATION |
|
By: /s/Scott J. Posner |
| Scott J. Posner |
| Senior Vice President, |
| Secretary and General |
| Counsel |
