Alamo Group Inc. Files 8-K on Director/Officer Changes

TL;DR

Alamo Group (ALG) filed an 8-K detailing director/officer changes and votes.

AI Summary

Alamo Group Inc. filed an 8-K on May 3, 2024, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also covers matters submitted to a vote of security holders. The report date is May 2, 2024.

Why It Matters

Changes in board composition and officer appointments can signal shifts in company strategy or governance.

Risk Assessment

Risk Level: low — This filing is routine and reports on corporate governance matters without immediate financial implications.

Key Numbers

• 0000897077-24-000065 — Accession Number (Unique identifier for the filing)
• 001-13854 — SEC File Number (Alamo Group's SEC file number)

Key Players & Entities

• Alamo Group Inc. (company) — Registrant
• May 2, 2024 (date) — Earliest event reported
• May 3, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $15,000 — eement, the Company will pay Mr. Wehrle $15,000 per month in May and June and $10,000 p
• $10,000 — e $15,000 per month in May and June and $10,000 per month in July and August to advise

Filing Documents

• alg-20240502.htm (8-K) — 43KB
• 0000897077-24-000065.txt ( ) — 164KB
• alg-20240502.xsd (EX-101.SCH) — 2KB
• alg-20240502_lab.xml (EX-101.LAB) — 21KB
• alg-20240502_pre.xml (EX-101.PRE) — 12KB
• alg-20240502_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election of Directors ;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors ; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 2, 2024, the Board of Directors (the "Board") of Alamo Group Inc. (the "Company"), upon the recommendation of the Compensation Committee of the Board (the "Compensation Committee") and in connection with the previously disclosed retirement of Richard J. Wehrle as Executive Vice President, Chief Financial Officer and Treasurer, approved the acceleration of the vesting of 1,821 shares of restricted stock previously granted to Mr. Wehrle. The Board also, upon the recommendation of the Compensation Committee, approved Mr. Wehrle's ongoing eligibility to vest, on a pro-rata basis, in the performance share unit ("PSU") awards previously granted to Mr. Wehrle for the 2022-2024 and 2023-2025 performance cycles, subject to the attainment of the underlying performance goals with respect to each performance cycle, resulting in Mr. Wehrle's eligibility to vest in 78% of the 1,815 PSUs granted for the 2022-2024 performance cycle and 45% of the 1,824 PSUs granted for the 2023-2025 performance cycle. On May 3, 2024, the Company and Mr. Wehrle entered into a consulting agreement (the "Consulting Agreement") as part of Mr. Wehrle's previously announced retirement. The Consulting Agreement begins May 3, 2024 and is scheduled to expire on August 31, 2024. Pursuant to the Consulting Agreement, the Company will pay Mr. Wehrle $15,000 per month in May and June and $10,000 per month in July and August to advise on financial accounting, financial reporting, treasury function and similar matters.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On May 2, 2024, the Company held its annual meeting of stockholders (the "Annual Meeting"). The matters listed below were submitted to a vote of the stockholders through the solicitation of proxies, and the proposals are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on March 13, 2024. Set forth below, with respect to each proposal, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes: Proposal 1 - Election of directors The majority of stockholders approved the election of all eight of the nominees for director to serve until the next Annual Meeting or until their successors are duly elected and qualified. The voting results were as follows: For Against Abstain Broker Non-Votes Robert P. Bauer 10,727,165 336,474 4,776 348,100 Eric P. Etchart 10,793,741 269,878 4,796 348,100 Nina C. Grooms 10,773,234 290,506 4,675 348,100 Paul D. Householder 11,054,229 9,391 4,795 348,100 Tracy C. Jokinen 10,997,535 66,205 4,675 348,100 Jeffery A. Leonard 11,042,868 20,751 4,796 348,100 Richard W. Parod 11,043,137 20,481 4,797 348,100 Lorie L. Tekorius 10,897,906 165,657 4,852 348,100 Proposal 2 - Advisory vote on compensation of named executive officers The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers as described in our Proxy Statement, by the votes set forth in the table below: For Against Abstain Broker Non-Votes 10,916,690 144,255 7,470 348,100 Proposal 3 - Ratification of appointment of KPMG LLP as independent auditor for fiscal year 2024 The appointment of KPMG LLP to serve as the Company's independent auditor for the fiscal year ending December 31, 2024 was ratified. The voting results were as follows: For Against Abstain Broker Non-Votes 11,051,415 362,461 2,639 —

SIGNATURES

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. May 3, 2024 By: /s/ Edward T. Rizzuti Edward T. Rizzuti Executive Vice President, Chief Legal Officer & Secretary

View Full Filing

View this 8-K filing on SEC EDGAR