Douglas Dynamics Elects New Directors, Approves Equity Plan

TL;DR

New board members and a fresh equity plan at Douglas Dynamics. Board shakeup + stock options incoming.

AI Summary

Douglas Dynamics, Inc. announced on May 15, 2024, the election of two new directors, Robert J. Smith and Michael J. W. Strube, to its Board of Directors. Additionally, the company reported that its Board of Directors has approved a new equity incentive plan, the 2024 Equity Incentive Plan, effective May 15, 2024. This plan allows for the granting of stock options, restricted stock units, and other equity-based awards to employees and directors.

Why It Matters

The addition of new directors and the implementation of a new equity incentive plan can signal strategic shifts and efforts to align executive and employee interests with shareholder value.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters like director elections and the approval of an equity incentive plan, which are standard procedures for public companies.

Key Players & Entities

• Douglas Dynamics, Inc. (company) — Registrant
• Robert J. Smith (person) — Newly elected director
• Michael J. W. Strube (person) — Newly elected director
• 2024 Equity Incentive Plan (company) — New equity plan approved
• May 15, 2024 (date) — Effective date of director elections and equity plan

FAQ

Key Financial Figures

• $60,083 — fee for the consulting services will be $60,083. The foregoing summary of the material
• $750,000 — tion arrangements: (i) a base salary of $750,000; and (ii) a one-time restricted stock u
• $865,000 — grant with a grant date value equal to $865,000, which will vest one year from the date
• $1.0 m — with a target grant date fair value of $1.0 million, of which two-thirds will vest on

Filing Documents

• plow20240516_8k.htm (8-K) — 47KB
• ex_675729.htm (EX-10.1) — 72KB
• ex_675730.htm (EX-10.2) — 71KB
• ex_675731.htm (EX-10.3) — 23KB
• ex_675732.htm (EX-10.4) — 76KB
• ex_675733.htm (EX-10.5) — 74KB
• ex_675734.htm (EX-99.1) — 13KB
• pic1.jpg (GRAPHIC) — 3KB
• 0001437749-24-017476.txt ( ) — 588KB
• plow-20240515.xsd (EX-101.SCH) — 3KB
• plow-20240515_def.xml (EX-101.DEF) — 11KB
• plow-20240515_lab.xml (EX-101.LAB) — 15KB
• plow-20240515_pre.xml (EX-101.PRE) — 11KB
• plow20240516_8k_htm.xml (XML) — 3KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 15, 2024, Robert (Bob) McCormick indicated his intent to retire as the President and Chief Executive Officer of Douglas Dynamics, Inc. (the " Company "), effective as of July 8, 2024 (the " Retirement Date "). Effective as of the Retirement Date, Mr. McCormick will also retire from the Company's Board of Directors (the " Board "). From the Retirement Date through December 31, 2024, Mr. McCormick will provide consulting services to the Company. On May 16, 2024, in connection with Mr. McCormick's retirement, Douglas Dynamics, LLC, a wholly owned subsidiary of the Company, and Mr. McCormick entered into a Retirement and Transition Agreement (the " Retirement Agreement "). Pursuant to the Retirement Agreement, the Company will pay Mr. McCormick his current base salary and other accrued benefits owed to him through the Retirement Date and, in recognition of his contributions to and leadership of the Company, Mr. McCormick will be entitled to receive his full Annual Incentive Plan award for fiscal 2024 at target. His outstanding equity awards and his deferred compensation will be treated in accordance with the retirement provisions of their respective plans and applicable award agreements. If Mr. McCormick elects to receive COBRA continuation coverage, then he will be entitled to pay only active employee rates for his COBRA coverage for up to eighteen (18) months following the Retirement Date. In addition, under the Retirement Agreement, Mr. McCormick agreed to a general release of any claims in favor of the Company and its affiliates and reaffirmed his existing confidentiality, non-competition, non-solicitation and non-interference obligations. Also on May 16, 2024, and in connection with Mr. McCormick's planned transition to a consulting role, the Douglas Dynamics, LLC and Mr. McCormick's consulting en

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable (d) Exhibits. The following exhibits are being filed herewith: (10.1) Retirement and Transition Agreement, dated May 16, 2024, between Douglas Dynamics, LLC and Robert McCormick. (10.2) Consulting Agreement between Douglas Dynamics, LLC and Glenco International, LLC (the consulting entity of Robert McCormick), effective as of July 9, 2024. (10.3) Letter Agreement, dated May 16, 2024, amongst Douglas Dynamics, Inc., Douglas Dynamics, LLC and James L. Janik. (10.4) Restricted Stock Unit Grant Notice and Standard Terms and Conditions for grant to James L. Janik, dated May 16, 2024, under the Douglas Dynamics, Inc. 2024 Stock Incentive Plan. (10.5) Restricted Stock Unit Grant Notice and Standard Terms and Conditions for grant to Sarah Lauber, dated May 16, 2024, under the Douglas Dynamics, Inc. 2024 Stock Incentive Plan. (99.1) Press release dated May 16, 2024. (104.1) Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

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. DOUGLAS DYNAMICS, INC. Date: May 17, 2024 By: /s/ Sarah Lauber Sarah Lauber Executive Vice President, Chief Financial Officer and Secretary