UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

MANITEX INTERNATIONAL, INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

April 24, 201526, 2016

Dear Manitex International, Inc. Stockholder:

You are cordially invited to attend the 20152016 annual meeting of stockholders of Manitex International, Inc., which will be held on Thursday, June 4, 20152, 2016 at 11:00 a.m. (Central Daylight Time) at our offices at 9725 Industrial Drive, Bridgeview, Illinois 60455 and thereafter as it may be adjourned from time to time.

At this year’s annual meeting, you will be asked to:

Details of the matters to be considered at the meeting are contained in the attached notice of annual meeting and proxy statement, which we urge you to consider carefully.

As a stockholder, your vote is important. Whether or not you plan to attend the meeting, please complete, date, sign and return your proxy card promptly in the enclosed envelope which requires no postage if mailed in the United States. Alternatively, you may vote through the internet at www.proxyvote.com or by telephone at 1-800-690-6903. If you attend the meeting, you may vote in person if you wish, even if you have previously returned your proxy card provided that you are a shareholderstockholder of record or have a legal proxy from the bank or broker that holds the shares.

Thank you for your cooperation, continued support and interest in Manitex International, Inc.

MANITEX INTERNATIONAL, INC.

9725 Industrial Drive

Bridgeview, Illinois 60455

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 4, 20152, 2016

11:00 a.m. (Central Daylight Time)

Notice is hereby given that the Annual Meeting of Stockholders of Manitex International, Inc. will be held at our offices located at 9725 Industrial Drive, Bridgeview, Illinois 60455 on Thursday, June 4, 20152, 2016 at 11:00 a.m. (Central Daylight Time) to consider and vote upon:

The Board of Directors has fixed the close of business on April 15, 20152016 as the record date for determination of the Stockholders entitled to notice of, and to vote at, the Annual Meeting.To assure that your shares will be represented at the Annual Meeting, please either (1) mark, sign, date and promptly return the accompanying Proxy in the enclosed envelope, (2) vote utilizing the automated telephone feature described in the Proxy, or (3) vote over the internet pursuant to the instructions set forth on the Proxy. You may revoke your Proxy at any time before it is voted provided that you are shareholderstockholder of record or have in your possession a legal proxy from the bank or broker that holds the shares of record.

Stockholders are cordially invited to attend the meeting in person. Please indicate on the enclosed Proxy whether you plan to attend the meeting. Stockholders may vote in person if they attend the meeting even though they have executed and returned a Proxy. To obtain directions to be able to attend the meeting and vote in person, please contact David Gransee at the address set forth above.

Dated: April 24, 201526, 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2015.2, 2016.

The Company’s Proxy Statement for the 20152016 Annual Meeting of Stockholders and the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 20142015

are available at http://www.RRDEZProxy.com/2015/2016/Manitex.

TABLE OF CONTENTS

MANITEX INTERNATIONAL, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

INTRODUCTION

This Proxy Statement is furnished by the Board of Directors of Manitex International, Inc., a Michigan corporation (the “Company” or “Manitex”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders to be held on June 4, 20152, 2016 and at any adjournments thereof. The Annual Meeting has been called to consider and vote upon (1) the election of six Directors, (2) an amendment of the Company’s Articles of Incorporation to increase the number of shares of stock authorized thereunder; (3) the ratification of the appointment of UHY LLP as our Independent Registered Public Accounting Firm for fiscal 2015, (4)2016, (3) to consider and act upon advisory approval of the compensation of our named executive officers, (4) to approve an amendment to our Second Amended and Restated 2004 Equity Incentive Plan, and (5) such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. This Proxy Statement and the accompanying Proxy are being sent to Stockholders on or about April 30, 2015.26, 2016.

Persons Making the Solicitation

The enclosed Proxy is solicited on behalf of our Board of Directors. The original solicitation will be by mail. Following the original solicitation, the Board of Directors expects that certain individual Stockholders will be further solicited through telephone or other oral communications from the Board of Directors. The Board of Directors does not intend to use specially engaged employees or paid solicitors. The Board of Directors intends to solicit Proxies for shares which are held of record by brokers, dealers, banks or voting trustees, or their nominees, and may pay the reasonable expenses of such record holders for completing the mailing of solicitation materials to persons for whom they hold shares. All solicitation expenses will be borne by the Company.

Terms of the Proxy

The enclosed Proxy indicates the matters to be acted upon at the Annual Meeting and provides boxes to be marked to indicate the manner in which the Stockholder’s shares are to be voted with respect to such matters. By appropriately marking the boxes, a Stockholder may specify whether the proxy holder shall vote for or against or shall be without authority to vote the shares represented by the Proxy. The Proxy also confers upon the proxy holder discretionary voting authority with respect to such other business as may properly come before the Annual Meeting.

If the Proxy is executed properly and is received by the proxy holder prior to the Annual Meeting, the shares represented by the Proxy will be voted.

Abstentions or “withhold” votes, as applicable, are not counted as voting under applicable state law and our bylaws and accordingly, will not have an effect on any proposal. Broker non-votes will similarly have no effect on any proposal. If your shares are held in “street name” through a broker, bank or other nominee and you do not provide voting instructions, your broker, bank or other nominee may vote your shares on your behalf under certain circumstances.

On certain “routine” matters, such as the ratification of the selection of the independent registered public accounting firm, brokerage firms may vote their customers’ shares if their customers do not provide voting

instructions. When a brokerage firm votes its customers’ shares on a routine matter without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the annual meeting and in determining the number of shares voted “For” or “Against” the routine matter.

On “non-routine” matters, if the brokerage firm has not received instructions from the stockholder, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” Broker non-votes are only counted for establishing a quorum and will have no effect on the outcome of the vote.

Proposal 32 (ratification of the appointment of the independent registered public accounting firm) is a matter that the Company believes will be designated “routine.” A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with such proposals. However, Proposal 1 (election of directors), Proposal 2 (amendment to our Articles of Incorporation), Proposal 43 (advisory vote on the compensation of our named executive officers), Proposal 4 (proposal to amend our Second Amended and Restated 2004 Equity Incentive Plan) are each matters that the Company believes will be considered “non-routine.” Accordingly, a broker or other nominee cannot vote without instructions on such non-routine matters.

We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures your shares will be voted at the annual meeting.

Due to stock market rules, your broker will NOT be able to vote your shares with respect to the election of Directors if you have not provided directions to your broker. We therefore strongly encourage you to submit your Proxy and exercise your right to vote as a Stockholder.

A Proxy may be revoked at any time prior to its exercise by giving written notice of the revocation thereof to David H. Gransee, Secretary, 9725 Industrial Drive, Bridgeview, Illinois 60455, by attending the meeting and electing to vote in person, or by properly submitting a duly executed Proxy bearing a later date. If you own shares in street name, you should ask your broker or bank for a legal proxy to bring with you to the meeting. If you do not receive the legal proxy in time, however, you will not be able to vote your shares at the meeting.

VOTING RIGHTS AND REQUIREMENTS

Voting Securities

The securities entitled to vote at the Annual Meeting consist of all of our outstanding shares of common stock, no par value per share (“Common Stock”). The close of business on April 15, 20152016 has been fixed by our Board of Directors as the record date. Only Stockholders of record as of the record date may vote at the Annual Meeting. As of April 15, 2015,2016, there were approximately 16,013,84516,125,661 outstanding shares of Common Stock entitled to vote at the Annual Meeting. Each Stockholder will be entitled to one vote on each matter considered at the Annual Meeting for each outstanding share of Common Stock owned by such Stockholder as of the record date.

Quorum

The presence at the Annual Meeting of the holders of record of a number of shares of Common Stock and Proxies representing the right to vote shares of the Common Stock in excess of one-half of the number of shares of the Common Stock outstanding and entitled to vote as of the record date (16,013,845(16,125,661 shares) will constitute a quorum for transacting business.

Votes needed for Passage of Proposals

The following voting standards apply for the proposals presented at the Annual Meeting:

compensation (Proposal 3), and the approval of the Second Amendment to our Second Amended and Restated 2004 Equity Incentive Plan (Proposal 4) each requires the affirmative vote of a majority of the votes cast at the meeting.

Abstentions or “withhold” votes, as applicable, are not counted as voting under applicable state law and our bylaws and accordingly, will not have an effect on any proposal. Broker non-votes will similarly have no effect on any proposal.

Although the advisory vote on Proposal 43 is non-binding, as provided by law, our board will review the results of the vote and will take them into account in making a determination concerning executive compensation.

PRINCIPAL STOCKHOLDERS

The following table sets forth information, as of April 9, 2015, with respect to the beneficial ownership of our Common Stock by: (i) each person known by us to beneficially own more than 5% of our Common Stock; (ii) each Director and nominee for Director; (iii) each executive officer named in the Summary Compensation Table; and (iv) all of our executive officers and Directors as a group. Except as otherwise indicated, each Stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by such person.

(4)

Terex Corporation (“Terex”) filed a Schedule 13G filed with the SEC on January 7, 2015.2015, which indicates that Terex Corporation (“Terex”) is the beneficial owner of 1,108,156 shares of our Common Stock. Terex indicated in the 13G that it has the sole power to vote or to direct the vote of 1,108,156 shares of our Common Stock and the sole power to dispose or to direct the disposition of 1,108,156 shares of our Common Stock. The business address of Terex is 200 Nyala Farm Road, Westport, Connecticut 06880.

(4)

Based solely on a Schedule 13G/A filed with the SEC on February 7, 2015. First Wilshire Securities Management, Inc. (“First Wilshire”) is the beneficial owner of 837,575An additional 30,425 shares of our Common Stock. First Wilshirecommon stock were delivered to Terex on March 1, 2016 and has been added to the number of shares shown as beneficially owned per the 13G dated January 7, 2015. The Company believes that Terex has the sole power to vote or to direct the vote of 294,720the additional 30,425 shares of our Common Stock and the sole power to dispose or to direct the disposition of 837,575the additional 30,425 shares of our Common Stock. The business address of First WilshireTerex is 1214 East Green Street, Suite 104, Pasadena, California 91106.200 Nyala Farm Road, Westport, Connecticut 06880.

(5)

Based solely on a Schedule 13G filed with the SEC on February 11, 2016. Wellington Trust Company, NA (“Wellington”) is the beneficial owner of 928,153 shares of our Common Stock. Wellington has the sole power to vote or to direct the vote of 928,153 shares of our Common Stock and the sole power to dispose or to direct the disposition of 928,153 shares of our Common Stock. The business address of Wellington Trust Company, NA is c/of Wellington Management Company, LLP, 280 Congress Street, Boston, MA 02210.

(6)	Includes 23,873 shares that are pledged as security.

Equity Compensation Plan Information

The following table provides information, as of December 31, 2014,2015, regarding the compensation plans under which our equity securities are authorized for issuance.

MATTERS TO BE ACTED UPON

PROPOSAL 1: ELECTION OF DIRECTORS

Directors

The nominees for the Board of Directors are set forth below. Our bylaws provide for the annual election of Directors and grant the Board the power to set the number of Directors at no less than one (1) and no more than six (6). The size of our Board is currently set at six (6) Directors and each Director position will be filled by election at the Annual Meeting to be held on June 4, 2015.2, 2016.

Six (6) persons have been nominated by the Board of Directors to serve as Directors until the 20162017 Annual Meeting of Stockholders. The Board of Directors recommends that each nominee, Ronald M. Clark, Robert S. Gigliotti, Frederick B. Knox, David J. Langevin, Marvin B. Rosenberg and Stephen J. Tober, be elected to serve until the 20162017 Annual Meeting of Stockholders. Information on the background and qualification of the nominees is set forth below.

The Board knows of no reason why any nominee for Director would be unable to serve as a Director. In the event that any of them should become unavailable prior to the Annual Meeting, the Proxies will be voted for a substitute nominee or nominees designated by the Board of Directors, or the number of Directors may be reduced accordingly. In no event will the Proxies be voted for more than six (6) persons.

Vote Required

The favorable vote of a plurality of the shares of Common Stock present in person or by proxy at the Annual Meeting is required for the election of each nominee for Director.THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

NOMINEES FOR DIRECTOR

Nominees to Serve Until the 20162017 Annual Meeting

The following is information about the experience and attributes of the nominees for Director. The experience and attributes described below illustrate the reasons that these individuals were nominated for re-election to the Board.

Ronald M. Clark, Age 67,68, joined our Board of Directors in 2010. In 2013, Mr. Clark was elected to the Board of Directors of Allianz Life Insurance Company of New York. Mr. Clark was the Chief Investment Officer of Allianz of America, Inc. from 2000 until he retired on December 31, 2011. From 1990 until 2000, Mr. Clark was the Chief Operating Officer for Allianz of America, Inc. In 2014 Mr. Clark was elected to the Boards of Directors of Allianz Life Insurance Company of North America and Fireman’s Fund Insurance Company. In January 2015, Mr. Clark was elected to the Board of Directors of San Francisco Reinsurance Company.

Mr. Clark has both a Bachelor of Science in Industrial Engineering and a Master of Business Administration in Finance and Real Estate from the University of Wisconsin. Mr. Clark is being re-nominated as a Director

because, among his other qualifications, he possesses experience and/or expertise in the following areas: capital markets, strategy development, mergers and acquisitions, operations, and executive compensation.

Robert S. Gigliotti, CPA, CGMA(Certified Global Management Accountant), Age 66,67, joined our Board of Directors in 2004. Mr. Gigliotti was previously a tax and business development partner with Rehmann, a CPA and business consulting firm. Mr. Gigliotti retired on December 31, 2014 but continues to provide services to Rehmann as a consultant. Prior to its merger with Rehmann in 2005, Mr. Gigliotti was Managing Partner for the firm of Perrin Fordree & Company, P.C. in Troy, Michigan. Mr. Gigliotti was granted his Certified Public Accountant’s license in 1972 and joined the firm of Perrin, Fordree & Company, P.C. in 1976 after six years in the tax department of the Detroit office of Arthur Andersen & Company. His specialties include estate and financial planning, mergers and acquisitions, and corporate taxation. Mr. Gigliotti has a Bachelor Degree in Business from Alma College. He is a life member of both the American Institute of Certified Public Accountants and the Michigan Association of Certified Public Accountants. Mr. Gigliotti is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’s industry and market, accounting and finance, tax, merger and acquisitions and executive compensation.

Frederick B. Knox,Age 74,75, joined our Board of Directors in September 2013. Mr. Knox has managed, operated and led numerous merger and acquisitions in large scrap and other metal business. Currently, Mr. Knox hasprovides consulting services to the Mercer Company. From 2008 until April 1, 2015, Mr. Knox served as a Vice President and Chief Operating Officer of Mercer Company/Scholz since 2008.. Mr. Knox was one of the original founders of Mercer Company, a company that was formed in 1986. Mr. Knox was a Vice President of the Mercer Company from its inception and also became its Chief Operating Officer in 1994. Mr. Knox held the position of Vice President and Chief Operating Office for the Mercer Company until the Company was sold in 2008. Earlier in his career, Mr. Knox held various positions at Warren Scrap, Whittaker Corp., Rainbow Metals and Blaw Knox Corporation. Mr. Knox has his Bachelor of Sciences degree in Metallurgical Engineering from The Ohio State University. Mr. Knox is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: strategy development, mergers and acquisitions, and operations.

David J. Langevin,Age 64,65, has been the Chairman of our Board of Directors and our Chief Executive Officer since July 2006. Mr. Langevin was the Chairman and Chief Executive Officer of Manitex, Inc., a leading provider of engineered lift solutions (and one of our subsidiaries), from 2003 until joining our company. Mr. Langevin has a Bachelor of Science from Illinois State University and a Master of Business Administration from DePaul University. In addition to his industry experience and expertise, Mr. Langevin is being re-nominated as a Director because it is the Company’s traditional practice to have its Chief Executive Officer serve as a member of the Board.

Marvin B. Rosenberg,Age 74,75, joined our Board of Directors in 2006. Mr. Rosenberg was previously Senior Vice President, General Counsel and a Director of Terex Corporation, a publicly-traded company principally engaged in the manufacture and sale of heavy equipment. Mr. Rosenberg retired from Terex Corporation in 1997 and retired from its Board of Directors in 2002. He was also a Director of Fruehauf Trailer Corporation from 1992 to 1996. Mr. Rosenberg holds a Bachelor of Science degree from the State University of New York at Stony Brook and a Juris Doctor degree from New York University School of Law. Mr. Rosenberg is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’s industry and market, manufacturing, distribution, mergers and acquisitions, and executive compensation.

Stephen J. Tober, Age 50,51, joined our Board of Directors in 2007. Since April 2012, Mr. Tober has served as Chief Executive Officer of Career Step, LLC, an online school offering career focused education and corporate training. From April 2009 to March 2012, Mr. Tober was the Chief Executive Officer of American

InterContinental University and President of AIU Online, a Career Education Corporation school. From October 2008 until April 2009, Mr. Tober served as Chief Operating Officer of American InterContinental University.

From April 2007 until September 2008, Mr. Tober served as the Managing Director and head of the Corporate and Business Services Group of ThinkEquity Partners, LLC, and a boutique institutional investment firm. Mr. Tober has a Bachelor of Arts from Amherst College and a Juris Doctor from the University of Virginia School of Law. Mr. Tober is being re-nominated as a Director because, among his other qualifications, he possesses experience and/or expertise in the following areas: Manitex business knowledge, knowledge of Manitex’s industry and market, finance and capital markets, operations management, mergers and acquisitions, strategy development, and executive compensation.

Executive Officers of the Company who are not also Directors

Andrew M. Rooke,Age 57,58, has served as our President and Chief Operating Officer since March 2007. He joined our company in January 2007 as President and Chief Operating Officer of the Testing and Assembly Equipment segment. From 2002 through June 2006, he was the Chief Financial Officer and Vice President of Finance for GKN Sinter Metals, Inc., a wholly owned subsidiary of GKN plc, a company with 46 operating units worldwide, that is engaged in the design, manufacture and sales of highly engineered components and assemblies to the global automotive and industrial OEMs, including con rods, transmissions and gears. During his employment with GKN Sinter Metals, Inc., Mr. Rooke was responsible for worldwide finance operations, including reporting, treasury, compliance and analysis, information technology, worldwide procurement and business strategy, including mergers and acquisitions. Prior to that, Mr. Rooke was Director and Controller of GKN Off-Highway and Auto Components Division. On February 23, 2012, Mr. Rooke was appointed and serves as Member of Spartan Motors, Inc. Board of Directors. Mr. Rooke holds a Bachelor of Arts in economics from York University in the United Kingdom is qualified as a Chartered Accountant and is a member of the Institute of Chartered Accountants in England and Wales.

Lubomir T. Litchev,Age 60,61, has served as our President of Manufacturing Operations since May 2012. Mr. Litchev has been an employee of the Company since July 2008 serving in various manufacturing related capacities. Mr. Litchev was responsible for improving manufacturing processes and restructuring manufacturing operations at a number of our plants at different times. Mr. Litchev in addition to his experience at Manitex has more than twenty years of general management and manufacturing experience.

David H. Gransee,Age 63,64, has served as our Vice President, Chief Financial Officer, Treasurer, and Secretary since 2006. Prior to joining the Company, Mr. Gransee was the Controller and Assistant Secretary of Eon Labs, Inc., a publicly-traded pharmaceutical company with revenue in excess of $400 million, since its inception in 1992. During his time at Eon Labs, Inc., Mr. Gransee served as its Chief Accounting Officer and his areas of responsibility included financial reporting, internal analysis and budgeting, and insurance and risk management. Mr. Gransee received his Bachelor of Science degree in Accounting from DePaul University.

Board Leadership Structure and Role in Risk Oversight

Mr. Langevin serves as both the Chairman of our Board of Directors and the Chief Executive Officer of our company. We have determined that this leadership structure is appropriate because:

We do not currently have a lead independent director.

Risk Oversight

Our Board of Directors has oversight responsibility for the Company’s risk management process. The Board administers its oversight function through its committees, but retains responsibility for general oversight of risks. The committee chairs are responsible for reporting findings regarding material risk exposure to the Board as quickly as possible. The Board has delegated to the Audit Committee oversight responsibility to review our major financial risk exposures and management’s financial risk management process, including the policies and guidelines used by management to identify, assess and manage the Company’s exposure to financial risk. Our Committee on Directors and Board Governance monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board of Directors Meetings and Committees

The Board of Directors manages and directs the management of the business of our company. During the fiscal year ended December 31, 2014,2015, there were fivefour meetings of the Board of Directors. All of our Directors attended all of the meetings of the Board of Directors. AllTwo Directors on the Audit Committee each did not participate in one of our Directorsthe five Audit Committee meetings held during the year. One Director on the Compensation Committee did not participate in one of the three Compensation Committee meetings held during the year. Except as noted above, all Committee members participated in 100% ofall the Committee meetings on which they serve.served.

Our Directors are expected to attend Annual Meetings of Stockholders except where attendance is impractical due to illness or unavoidable scheduling conflicts. The 20142015 Annual Meeting of Stockholders was attended by all of our then-current Directors.

The Board has established three (3) standing committees—the Compensation Committee, the Audit Committee, and the Committee on Directors and Board Governance. The principal functions of these committees are briefly described below. The charters of the Compensation, Audit, and Directors and Board Governance Committees are posted in the “Investor Relations” section of our website, www.manitexinternational.com, and paper copies will be provided upon request to the office of the Secretary, Manitex International, Inc., 9725 Industrial Drive, Bridgeview, Illinois 60455.

Corporate Governance

The Board of Directors has determined that five of our six directors are independent under NASDAQ Rule 5605(a)(2). These independent directors are: Ronald M. Clark, Robert S. Gigliotti, Frederick B. Knox, Marvin B. Rosenberg and Stephen J. Tober. Each of the directors serving on the Compensation Committee, the Audit Committee, and the Committee on Directors and Board Governance are also independent under the NASDAQ independence standards applicable to members of such committees.

Compensation Committee

In general, the Compensation Committee reviews and makes recommendations regarding the compensation of our executive officers and certain other management staff. In addition, our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

The Compensation Committee approves the compensation provisions set forth in employment agreements of the Company’s named executive officers. The committee also approves bonus and equity awards, and establishes performance objectives. The Compensation Committee evaluates the performance of our Chief Executive Officer and determines his compensation based on this evaluation. With respect to the other named executive officers,

the committee considers the Chief Executive Officer’s input as to performance evaluations and recommended compensation arrangements. The compensation of all named executive officers is subject to the final approval of the committee.

The current members of the Compensation Committee are Ronald M. Clark (Chairman), Robert S. Gigliotti, Frederick B. Knox, and Stephen J. Tober. The members of the Compensation Committee are “independent directors” as that term is defined in NASDAQ Rule 5605(a)(2). The Compensation Committee met fourthree times during the year ended December 31, 2014.2015.

Audit Committee

The Audit Committee, which was established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, assists the Board in monitoring (1) the integrity of our financial statements; (2) the independent auditor’s qualifications and independence; (3) the performance of our internal control function and independent auditors; and (4) our compliance with legal and regulatory requirements. In addition, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures.

The current members of the Audit Committee are Ronald M. Clark, Robert S. Gigliotti (Chairman), Frederick B. Knox and Stephen J. Tober. The members of the Audit Committee are “independent directors” as that term is defined in NASDAQ Rule 5605(a)(2), NASDAQ Rule 5605(c)(2)(A), and Rule 10A-3 as promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors has determined that Mr. Gigliotti is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K. The Audit Committee met five times during the year ended December 31, 2014.2015.

Committee on Directors and Board Governance

The Committee on Directors and Board Governance reviews the performance of our Directors, makes recommendations for new Directors, and evaluates and makes recommendations regarding our governance practices. The Committee on Directors and Board Governance will consider nominees recommended by Stockholders provided such recommendations are made in accordance with the procedures described in this Proxy Statement below under “Procedure for Stockholder Recommendations to the Committee on Directors and Board Governance for Potential Director Nominees” and under “Stockholder Proposals.” In addition, our Committee on Directors and Board Governance monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper conduct. The current members of the Committee on Directors and Board Governance are Ronald M. Clark and Robert S. Gigliotti.

The members of the Committee on Directors and Board Governance did not meet as a separate committee during the year ended December 31, 2014,2015, however, the committee met with the entire Board to consider certain matters.

Principal Functions

The principal functions of the Committee on Directors and Board Governance are to:

Nominating Procedures

The Board has adopted membership guidelines that outline the desired composition of the Board and the criteria to be used in selecting directors. These guidelines provide that the Board should be composed of directors with a variety of experience and backgrounds, who have high-level managerial experience in a complex organization and who represent the balanced interests of stockholders as a whole rather than those of special interest groups. Other important factors in Board composition include diversity, age, international background and experience and specialized expertise. A significant majority of the Board should be Directors who are not our past or present employees or significant stockholders, customers or suppliers.

In considering candidates for the Board, the Committee on Directors and Board Governance considers the entirety of each candidate’s credentials and does not have any specific, minimum qualifications that must be met by a Board nominee. The Committee is guided by the composition guidelines set forth above and by the following basic selection criteria: highest character, integrity and experience.

The Committee on Directors and Board Governance will consider written recommendations from stockholders for potential nominees for director that are made in accordance with the procedure set forth below. The committee will apply the same criteria to all candidates it considers, including any candidates submitted by stockholders. The committee evaluates each incumbent director to determine whether he or she should be nominated to stand for re-election, based on the types of criteria outlined above as well as the director’s contributions to the board during their current term. The members of the Committee on Directors and Board Governance did not meet as a separate committee during the year ended December 31, 2014,2015, however, the committee met with the entire Board to consider certain matters, including the nomination of Directors, and presented their recommendations to the Board.

Procedure for Stockholder Recommendations to the Committee on Directors and Board Governance for Potential Director Nominees

The Committee on Directors and Board Governance will consider written recommendations from stockholders for potential nominees for director. The names of suggested nominees, together with the information set forth below, should be submitted for consideration in accordance with the directions for proposals to be considered for inclusion in the Company’s proxy materials described in the section below entitled “Stockholder Proposals.” Timely nominations will be considered but may not be part of the slate nominated by our Board of Directors and, accordingly, would not be included in our proxy materials.

In order to be a valid submission for recommendation to the Committee on Directors and Board Governance for a potential nominee, the form of recommendation must set forth:

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Committee Report on Executive Compensation

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis. Based on that review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Ronald M. Clark

Robert S. Gigliotti

Frederick B. Knox

Robert S. Gigliotti

Stephen J. Tober

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The Compensation Committee of the Board of Directors (the “Compensation Committee”) reviews and approves the compensation for our four executive officers, consisting of our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and President of Manufacturing Operations (the “Named Executive Officers” or “NEOs”). The Compensation Committee is composed entirely of Directors who are neither executive officers nor employees of our Company. In addition, the Compensation Committee recommends grants under our Second Amended and Restated 2004 Equity Incentive Plan and oversees the administration of other compensation plans and programs. This process is to ensure that compensation programs achieve the desired goals of aligning the executive compensation structure with the company’s stockholders interests and current market practices.

The successful execution of our business strategy depends on our ability to attract, motivate, reward, and retain executive talent with the skills to foster innovative product and service development and grow the business internationally in markets with the greatest opportunity. Our executive compensation program is designed to support this strategy by:

In particular, the Committee retains and exercises discretion and judgment as to the amounts awarded to NEOs notwithstanding the calculations and amounts determined under the approved plans, in order to adjust compensation to achieve the desired goals of alignment, particularly with reference to rapidly changing market conditions and other performance factors. This discretion may result in compensation payments both higher and lower than that determined from the approved compensation plans. The table below provides information for Fiscal years 2012 to 2015. In the two years that performance exceeded Target (2012 and 2013), payments to NEOs were reduced from the calculated amounts under the plans by 36% and 30% of salary, respectively. In 2014, performance was 92% of Target with a calculated payout of 0%. A discretionary award, particularly recognizing the strategic contributions expected from the ASV acquisition, of 50% of salary was made for 2014. In 2015, performance was 80.5% of Target with a calculated payout of 80.5% of salary. An actual payout of 0% was made. However, a discretionary award of 50%, particularly recognizing the strategic acquisition of PM Group, was made.

Overview of 20142015 Business Results and Performance-Based Compensation

For 2014As we entered the year in 2015 market conditions were uncertain but there was optimism for the year to progressively improve. Our backlog was strong at $107 million and adjusting for the acquisition of ASV that had been completed on December 19^th 2014, our backlog was 27% higher than the previous year. Economic activity in the general construction sectors in North America had stabilized and shown some growth which was expected to strengthen further, and we anticipated to benefit from this given the added exposure to this sector from the ASV acquisition. The energy sector had slowed towards the end of 2014 and although it was somewhat stable there was considerable uncertainty regarding the level of demand that would come from that sector. European markets, with a decreasing backlog resulting from a slowdown in the order intake from the energy sector that was absorbing product being supplied from orders placed in 2012 and 2013, together with a still relatively slow growthstable currency environment, in general construction markets in N. America, and European markets adversely impacted by the economic crisis in the Euro zone and a tight credit environment. Nevertheless, it was anticipated that both the energy sector and general construction markets demand would accelerate, and thatcontinued their modest improvement trend which our European container handling equipment business would benefit from recently, and to be, addedLatin America where our distribution particularly in Latin America.for this sector had been enhanced was also trending favorably. These factors together with the benefit from recently introduced new products would assist in providing year over year growth opportunities.

Our 20142015 priorities were to increase our level of order intake that wouldto allow an increase in manufacturing output and to sustain and grow at these new levels while maintaining control of our operating expenses. This would lead to improved net income, EPS and Adjusted EBITDA performance compared to the prior year 20132014 results. Among the strategies to achieve this objective were expanding output at our Manitexintegrating the newly acquired ASV organization and Badger crane operations,launching its new brand, securing distribution and orders for several new products while continuing to invest in new product development, growing our presence in existing and new end markets, achieving $4.0 of cost reductions in the year when compared to 2014 costs, and investing in our sales organization. In addition, we regarded the reduction of our debt as also a key priority to reduce our interest expense and to strengthen the Company’s financial position. Additionally we had a number of important strategic initiatives we were targeting to further increase shareholder value. These included commencing to focus the Company on a core of crane and construction equipment with higher average margins and divesting lower margin or less strategically important operations and also rapidly expanding the independent distribution for the new ASV brand. Accordingly, our

Annual Incentive Plan for 20142015 was designed to focus on Adjusted EBITDA performance.performance and certain agreed upon strategic initiatives. To calculate Adjusted EBITDA, the Company starts with netoperating income and adds back interest, tax,acquisition transaction related, restructuring and related expense and foreign exchange transaction gain / losses, other income / expense, acquisition related and other exceptional costsadjustments, and depreciation and amortization which(which appears on the cash flow statement.

During 2014 management obtained the approval of the Board to negotiate and subsequently completed two acquisitions that are considered transformational for the Company at this time. The first acquisition, completed on December 19, 2014, was that of a 51% ownership interestActual performance in ASV Inc. a leading manufacturer of compact rubber tracked and skid steer loaders. ASV operates in the general construction sector and provides additional diversity to the Company’s product portfolio and end markets as well as adding annual revenues and pro forma EBITDA of $131 million and $14.9 million respectively. The second acquisition, completed on January 15^th 2015 was significantly different than our expectations and was substantially driven by major changes to market conditions. Contrary to expectations, the PM Group, a leading manufacturerenergy sector collapsed causing our major and most profitable business of truck mounted knuckle boom cranes and aerial platforms. The knuckle boom crane complements the straight mast boom truck crane manufactured bycranes to decline 45% year over year with higher tonnage cranes declining 54% and the company, has a worldwide market in excessstrength of $2.3 billion and is growing strongly in N. America. PM Group had pro-formathe US dollar significantly adversely impacting the translation of European generated revenue and EBITDA of $100 million and $6.2 million in 2014. The combination of these two acquisitions and the existing Manitex International company creates an enterprise that, at the start of 2015, has pro forma revenues approaching $500 million and $45 million EBITDA.

profit. In addition to the underlying performance of the business, actual results for 20142015 were significantlynegatively impacted by acquisition transaction related expense (ASV and PM Group), restructuring and related expense (including the transactionsale of Load King Trailers) and foreign exchange and other adjustments. The 2015 results include after-tax costs of $6.0 million associated with the two significant acquisitions completed around the end of the year. After-tax costs of $1.5 million associated with these transactions were charged to expenses in the fourth quarter 2014.aforementioned items. For 2014,2015, compared to 2013,2014, revenues increased 8%56.5% to a record $264.1$387 million. Revenues were adversely affected by $28.3 million due to the strength of the dollar but increased by $202.9 million from the impact of acquisitions of ASV and PM Group. Underlying revenues, i.e., excluding the ASV and PM acquisitions, declined $63.4 million. We achieved cost reductions of $5.0 million in the year, 25% higher than the plan despite significantly lower purchased volumes. In addition, as reported in the Company’s 2015 Annual Report, the Company’s adjusted debt decreased by $43.2 million in 2015. This decrease includes a reduction of $11.8 million on the Company’s U.S. recourse bank term debt (“U.S. Term Debt”) which represents an 84% reduction from the $14 million balance previously outstanding, leaving only a $2.2 million balance at December 31, 2015. Subsequently, the entire balance of the U.S. Term Debt has been retired. We reported a net loss from continuing operations, including the aforementioned $6.0 million of costs, of $4.0 million, a decrease of $12.1 million from the net income decreased 30% to $7.1from continuing operations of $8.1 million andin 2014. Adjusted EBITDA decreased 3%for 2015 compared to $20.92014, increased 17% to $25.8 million.

2014 performance did not achieveAchievement against both 2015 Annual Incentive Plan drivers exceeded the Target level set under the 2014 compensation plan.levels approved. However, Management recommended, and the Compensation Committee and the Board of Directors concurred in their discretion, that no award under the 20142015 Plan was achieved. The Compensation Committee and the Board however recommended that discretionary awards would be made to the NEOs to recognize the strategic value created and the superior level of performance and leadership provided by the named executive officers in the successful completion of the ASV acquisition that was completed in 2014. Discretionary awards not exceeding 50% of annual salary were recommended and approved.for 2015.

Further details regarding 20142015 performance can be found in the “Components of Compensation” section.

Compensation Philosophy and Objectives

In making decisions with respect to compensation for our NEOs, the Compensation Committee is guided by the following objectives:

The Compensation Committee’s Role

Our compensation program is administered by the Compensation Committee.

The Compensation Committee establishes performance objectives for the Chief Executive Officer (“CEO”) based on our annual business plan and long term strategic goals approved by the Board of Directors. Progress

against these goals is monitored by the Compensation Committee on a quarterly basis. The Compensation Committee evaluates the CEO’s performance against these goals annually, with input to the evaluation from all independent Directors. The Compensation Committee also considers market data from independent sources,

comparisons of our performance to our peers, strategic achievements during the year, such as acquisitions and their integration into our business, and value-creating divestitures. Based on these factors, the Compensation Committee makes recommendations concerning base salary increases, annual incentive award targets and payments under the Annual Incentive Plan and awards under our long term incentive program. The Compensation Committee has regularly-scheduled executive sessions to discuss CEO performance and compensation and other matters without any executive officers present. All aspects of the CEO’s compensation are approved by the Compensation Committee, which is comprised solely of independent Directors.

The Compensation Committee reviews and approves base salary increases, Annual Incentive Plan targets and awards, long term incentive program awards and similar arrangements for the other NEOs in the Summary Compensation Table below after receiving recommendations from our CEO. The Compensation Committee makes the final decision and approves compensation decisions for all NEOs, including the CEO.

The Compensation Committee’s composition is described in more detail in this proxy statement under the section above entitled “Corporate Governance—Compensation Committee.”

Compensation Committee Advisors

The Compensation Committee has the authority under its charter to engage the services of outside consultants, to determine the scope of the consultants’ services, and to terminate such consultants’ engagement. In 2014,2015, after review and consideration, the Committee engagedcontinued to engage the services of AON Hewitt to assist in the development of an Executive Life Insurance plan and in the development of an additional Long Term Incentive Compensation plan.

Management’s Role in the Compensation-Setting Process

Our management is involved in the following executive compensation processes:

Elements of Our Compensation Program for Named Executive Officers

Our compensation philosophy and objectives are achieved by using the following elements in our compensation program for NEOs:

Element of Compensation Program		Description		Key Objectives Promoted
Severance Payments and Benefits after a Change in Control		Severance protection providing severance equal to a multiple of salary and actual bonus in the event of a termination without Cause by us or for Good Reason by the Executive following a Change in Control.		In addition to the Severance Protections above, designed to promote executive neutrality toward Change in Control transactions that may pose an employment risk, as well as retain executives through a Change in Control transaction.
Perquisites		Personal benefits provided to the executive		Designed to be market competitive and facilitate the executives’ attention to the business.

Executive Compensation Policies and Practices

Our Target Labor Market

In administering the compensation program, the Compensation Committee relies on market information provided periodically at its request. For evaluating compensation, the Compensation Committee reviews compensation data for industrial companies of comparable size, which reflect the types of companies with which we compete for talent. Here, we use a broader industrial market reference because the number of direct product and service market competitors is limited. Many of the companies that provide similar products and services are either privately held, headquartered overseas, or part of a larger enterprise; therefore, executive compensation data may be either unavailable or of limited applicability to the U.S. labor market in which we principally compete.

Historically, we have used a peer group for evaluating compensation. The peer group incorporates companies that are identified by NASDAQ as our peer group as well as public industrial companies of closest comparable size to us (generally at least twice our size in terms of revenue, primarily due to a lack of suitable peers that are closer to us in size), which typically have significant employee populations in manufacturing, product engineering and sales.

In evaluating executive compensation, the Compensation Committee takes into account the relative size of the companies in the peer group. The Compensation Committee compares the NEOs’ compensation to the mean and median of the peer group.

In addition, we also consider data from compensation surveys published by leading compensation consulting and advisory firms. The analysis of both the peer group and published surveys includes base salary, annual bonus, long term compensation and total compensation. During 2015 the Committee determined to not update their review from 2014 of comparative compensation.

Our Target Pay Mix

The total compensation package for our executive officers consists of base salary, annual incentives, long term incentives and benefits. In determining both the target level of compensation and mix of compensation elements, we consider market practice, business objectives, expectations of our shareholders,stockholders, and our own subjective assessment of individual executives’ performance, growth and future potential.

We have chosen a target mix of base salary, annual incentives and long term incentives that generally reflects our peer industrial companies, with actual pay mix based on the performance of our Company and of the individual. Peer company practices will continue to be monitored as one reference point as we make decisions regarding target pay mix. However, we will also continue to make strategic decisions based on our unique business objectives and circumstances, which may differ from peer company practices and circumstances.

We believe the current target pay mix achieves several important objectives: it supports a strong pay- for-performancepay-for-performance culture; it balances the focus on annual and long-term objectives in support of our business strategy; it satisfies the need for flexibility to motivate and reward exceptional performance; and it achieves favorable tax outcomes with respect to compensation.

The following table shows the dollar values and pay mix percentages of our 20142015 Target direct pay opportunities for our NEOs:

Factors Considered in Making Compensation Decisions

Actual compensation levels are a function of Company and individual performance as described under each specific compensation element below. When making pay decisions, the Compensation Committee considers the competitiveness of individual elements of compensation, as well as the aggregate sum of base salary, annual incentives and the expected value of long term incentives (determined at grant) for an executive officer. Awards are generally prorated if a NEO is promoted during the year, based on the timing of the promotion. The Compensation Committee may also consider salary increase history, past bonus awards and past equity awards as context in understanding year-to-year changes in compensation and retention effect of prior awards. Under the Annual Incentive Plan awards are determined based upon target values established for each of the NEOs and then adjusted upon comparison of actual performance to pre-established criteria. The Compensation Committee retains the discretion to decrease the size of individual awards in situations where an executive officer’s individual performance falls below expectations. Final decisions on any major element of compensation, as well as total compensation for executive officers, are made by the Compensation Committee. Our Compensation Committee is comprised entirely of non-employee Directors and our CEO does not participate in discussions related to his compensation when presented to the Board of Directors.

The compensation program is generally applied consistently to NEOs. Any exceptions are noted throughout this report.

The Compensation Committee’s Position on Compensation and Excessive Risk

In establishing the structure and levels of compensation, the Compensation Committee has been mindful of the potential for risk taking by management to achieve certain target or above target incentives. The Compensation Committee has sought to balance fixed and variable compensation, short- termshort-term and long termlong-term compensation, the performance metrics used in determining incentive compensation and the level of in-service and post-retirement benefits to mitigate against unnecessary or excessive risk taking. Additionally, the Company has adopted policies and programs which encourage management not to take excessive risks including establishing a minimum Earnings Before Interest Taxes Depreciation & Amortization (EBITDA) trigger, which must be satisfied before any payouts can be made under the Annual Incentive Plan;

Components of Compensation

Base Salary

Base salary provides a fixed amount of compensation appropriate to attract and retain key executives and to underpin the cyclicality of our business that can cause fluctuations in variable compensation from year to year. The Compensation Committee reviews base salaries on an annual basis, recommends and approves adjustments for NEOs. Salary adjustments are based on an assessment of the individual executive’s performance and our goal of achieving market parity with the salaries of executives in the competitive market, recognition of promotion or other increases in responsibility, the scope of the executive’s role relative to our other executives, and the general economic environment impacting the Company. History of salary increases and temporary decreases may also be reviewed and considered. Mid-year adjustments are considered when there is a significant change in the executive’s role or responsibility.

The Compensation Committee has recommended that any adjustments to salary for an executive officer will depend upon an annual review of job performance, accomplishments and progress toward individual and/or overall goals and objectives for each segment of our business that such executive officer oversees, as well as his or her contributions to our overall direction. Long term growth in shareholder value is an important factor. The results of executive officers’ performance evaluations, as well as their demonstration and support of the Company’s values, including strong ethics, leadership style, and sound corporate governance, form a part of the basis of the Compensation Committee’s decision to approve, at its discretion, future adjustments in base salaries of our executive officers.

The Committee approved the following base salary adjustments effective January 1, 20142015 for our NEOs:NEOs. The increases awarded reflected increased responsibility and scope arising from the significant increase in size and complexity of the Company with the additions of ASV and the PM Group:

FY 20142015 Base

Annual Incentive Plan

The purpose of the Annual Incentive Plan is to attract, motivate, reward, and retain highly qualified executives on a competitive basis and provide annual financial incentives that promote Company success.

At the beginning of each year, our Compensation Committee approves the key measures or “Drivers” for the Annual Incentive Plan. The Annual Incentive Plan focuses on the short-term goals that are most important to our success over the fiscal year and that are generally within the control of the participants. It is the policy and ongoing intention of our Board of Directors to establish targeted performance levels for each Driver at the beginning of the fiscal year or the start of the respective performance period. Targeted performance levels are generally set for our Company as a whole, but may also encompass individual business units, groups, divisions, or individual performance levels, as appropriate. Drivers and targeted performance levels are based on the Board of Directors’ assessment of our priorities, outlook, current and projected economic conditions and other pertinent factors, and are intended to be challenging, but achievable with significant and effective effort. The Board of Directors reviews audited year-end results to determine whether targeted performance levels have been met. The Board of Directors retains discretion to increase, cap, reduce, or eliminate payments under the Annual Incentive Plan.

The Board of Directors also determines the weighting to be assigned to each Driver. For most Drivers, goals are set at threshold, target, and maximum levels. Payouts for these Drivers are determined by multiplying the appropriate weighting by the percentages outlined in the table below; linear interpolation is used to determine percentages when performance falls between levels. The total aggregate payout to any NEO for any given AI plan is also determined. For 20142015 this was set at 150%100% of annual salary.

Fiscal Year 20142015 Annual Incentive Plan Design

The Annual Incentive Plan (AIP) for 20142015 was designed to help us focus on increasing profitability while managing our strategic priorities to position the Company for long term profitable growth and the Committee determined that thethere would be two key measuremeasures or “Driver”“Drivers” for 20142015. The first would be Adjusted EBITDA at the Consolidated Company level. This driver would therefore carry a weighting of 100%50%. Threshold performance was set as equal to 20132014 actual Adjusted EBITDA Targetand On-Target performance equal to 105.1%143.5% of actual 20132014 Adjusted EBITDA andEBITDA. The Maximum was capped at 117.2%the “On-Target” level of 2013143.5% of 2014 Actual Adjusted EBITDA. The second driver for 2015 would be a Strategic Initiatives driver that would carry a weighting of 50%. Performance against the Strategic Initiatives would be determined based on percentage completion of each initiative, from which a total average percentage completion factor would be calculated. The maximum weighting factor of 50% for the Strategic Initiatives driver would be multiplied by the total average completion factor to determine the level of payout under this driver.

20142015 (January 1, 20142015 – December 31, 2014)2015) Drivers: Measures and Weights

Results

The fiscal year 2014 Adjusted EBITDA Targets,2015 Annual Incentive Plan drivers, performance achieved as a percent of target, and the fiscal year 20142015 recommended payout percentages under each Driver are shown below.

2015 Driver		Threshold				Target				Maximum				2015 Performance % of Target
Consolidated Adjusted EBITDA		$	20.9m			$	30.0m			$	30.0m				85.9	%
% of Target			69.7	%			100	%			100	%
Strategic Initiatives
% of Target			0	%			100	%			100	%			75.0	%

Actual Adjusted EBITDA achieved for 20142015 of $20.9m$25.8 million was equal to 92%85.9% of the Target for 20142015 and belowabove the Threshold of $21.5$20.9 million, consequently equal to a 0%42.95% (50% x 85.9%) of 20142015 base salary payout level for NEOs as established in the 20142015 AI Plan. Actual total average completion of Strategic Initiatives achieved was 75% of the Target for 2015 and above the Threshold level, consequently equal to a 37.5% (50% x 75%) of 2015 base salary payout level for NEOs as established in the 2015 AI Plan. In total, payments achieved under the plan were 80.45% of 2015 base salary.

The Compensation committee reviewed the payouts proposed under the 20142015 plan as well as recommendations by management regarding payout percentages for 20142015 performance. Management proposed, and the Committee approved, zero payouts under the 2015 AI Plan.

TheDiscretionary Award

On January 15^th 2015, the Company completed the acquisition of PM Group that had been subject to negotiation and management activity during 2013 and 2014. In the first quarter of 2015, the Committee did reviewreviewed and considerconsidered the significant undertaking during the year to negotiate and complete the establishment of the ASV Joint Venture and the acquisition of PM Group. These businessesGroup and the transformative impact and strategic value PM Group would have substantially transformedon the Company, as of the start of 2015by adding approximately $240$100 million of revenue, 9% adjusted EBITDA margin and almost doubling the size of the Company. Consequently,access to a growing worldwide market and distribution network. Following this review the Compensation Committee recommended and the Board approved that discretionary awards would be made to the NEOs to recognize the strategic value created and the superior level of performance and leadership provided by the named executive officers in the successful completion of the ASV acquisition that closed on December 19, 2014.PM Group acquisition. Discretionary awards were recommended and approved. approved to be paid in March of 2015 in conjunction with the payment of the previously approved 2014 bonuses.

Summary

The total awards under the 20142015 AI Plan (zero), and the March 2015 discretionary award is shown in the table below.

Long-Term Incentives

The objectives of our long term incentive program are to:

In developing target levels for long term incentive compensation for NEOs in conjunction with our current equity-based compensation strategy, the following factors were considered:

Target long term incentives as a percentage of salary are as follows:

The target long term incentive mix for our NEOs consists of two elements. First, a payment of a proportion (15%) of the Annual Incentive Award made in restricted stock and second, a discretionary grant of restricted stock units from the 2004 Equity Plan, equivalent to a target of 70% of the maximum permissible award under the Plan rules. Dollar values for the discretionary grant of RSUs are calculated from share numbers based on an estimate of expected share value at the time of the initial grant.

The following tables summarize the equity granted as part of the NEOs’ annual compensation for 2014,2015, compared to the Target.

Discretionary Restricted Stock Units

Discretionary grants of RSUs from the 2004 Equity Incentive Plan are made annually, with vesting generally on a three-year period. In making any discretionary grant, the Compensation Committee considers a range of performance factors achieved by the Company and the NEO’s. These are broad based and include not only financial measures such as Adjusted EBITDA, EPS and revenue growth and balance sheet ratios but also for example, organic and acquisition related growth, product development initiatives, international growth, with performance compared to competitors and the general market.

The long term incentive strategy is designed to support our business strategy and the interests of our shareholders.stockholders. Where possible, the program has been designed such that long term incentives can qualify as performance-based compensation so that the expense associated with the program is fully deductible for federal income tax purposes. RSUs are expected to qualify as performance- basedperformance-based compensation.

RSU Granting Practices

The exercise price for any RSU is equal to the closing market value on the date of grant. The date of grant is the date of the Board of Directors meeting at which the award is approved.

Retirement and Deferred Compensation

We maintain a 401(k) retirement savings plan covering non-union domestic employees. Employees were eligible to make contributions subject to limits set by the Internal Revenue Code. The Company matching contribution for 20142015 was equal to 100% of employee contributions up to 3%.

For NEOs and certain senior employees approved by the Compensation Committee the Company provides a life insurance plan into which the Company makes taxable contributions while the employee is in service that providesis expected to provide distributions to the employee in retirement. Contributions are fixed dependent on the level the employee is situated within the plan andwith annual policy premiums that range from $7,000 per employee to a maximum of $25,000.

Stock Ownership

Consistent with our objective of aligning management’s interests with shareholders,stockholders, we encourage stock ownership for all employees.

Other Benefits and Perquisites

We provide very limited perquisites and other compensation to our NEOs. Instead, as previously discussed, we have elected to provide competitive fixed compensation through salary and benefits with opportunity for additional compensation through variable compensation based primarily on Company performance. However, each NEO is entitled to a car allowance and the CEO and COO are entitled to the reimbursement of monthly private club dues. These are considered appropriate for these employees to fulfill their executive responsibilities for the Company.

NEOs may participate in benefit plans that are offered generally to salaried domestic employees such as those described above, as well as short and long term disability, life insurance, health and welfare benefits, and paid time off.

Because the market for executive talent is national, and in some cases, global, we may recruit from outside of the regional area in order to obtain top talent. We may elect to pay relocation costs for full-time employees who are required to relocate in connection with their employment (including NEOs) to minimize any financial detriment to the employee. In situations where we pay relocation cost, we may also provide a payment to cover the cost of any additional taxes the employee incurs as a result of the reimbursement (a gross-upgross up payment).

Employment and Change-In-Control Agreements

Employment Agreements

The Company has employment agreements with its NEOs that are three year agreements that end on December 31, 2017.2018. These agreements automatically extend for successive periods of three years at the end of each one year anniversary of the current employment term unless a non-renewal notice is given by either party at

least 90 days prior to the end of the term. Base salary is reviewed and may be adjusted annually. NEO’s participate in our Annual Incentive Plan and Long Term Incentive Program. The agreements contain various restrictive covenants relating to the protection of confidential information and non-disclosure.

Change in Control Agreements

Included within the NEO Employment Agreements are change in control provisions. The intent of these provisions is to provide executive officers with financial security in the event of a change in control to facilitate a transaction which may benefit shareholdersstockholders but result in job loss to executives. Payments upon termination of employment in connection with a change of control of the Company made under the agreements are subject to a “double trigger,” meaning that both a change of control and a termination are required.

Generally, each of the NEOs is entitled to receive, upon termination of employment within 6 months preceding or 24 months after a change in control of our Company (unless such termination is because of death, disability, for cause or by the officer or employee other than for “good reason,” as defined in the change in control agreements), (i) Cash. The amount of cash equal to the sum of (a) two (2) times the average of the Employee’s annual base salary in effect at the time written notice of termination is given to the Employee; (b) two (2) times the average of the Employee’s annual earned bonuses for the three calendar years preceding the date of termination; and (c) the product of (i) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination, and the denominator of which is 365, (ii) the annual bonus for the calendar year preceding the date of termination that has most recently been paid to the Employee, (iii) health plan coverage provided by the Company and with respect to the Company’s welfare benefit plans until employee reaches the age of 65 or becomes eligible for Medicare, (iv) continuation of perquisites, (v) pay for vacation accrued but unused as of the effective date of such change of control, (vi) reimbursement of any unpaid expense Employee is otherwise entitled to, and (vii) payment simultaneously with the termination of the Employee’s employment, of the full value of any then vested or unvested Company equity incentive plan awards.awards

Aggregate “payments in the nature of compensation” (within the meaning of Section 280G of the Internal Revenue Code) payable to any executive or employee under the change in control agreements is limited to the amount that is fully deductible by us under Section 280G of the Internal Revenue Code less one dollar. The events that trigger a change in control under these agreements include (i) the sale or other transfer of more than 50% of the ownership interests of the Company to one or more non-affiliated corporations, persons or other entities, (ii) the merger or consolidation of the Company with another non-affiliated corporation, person or entity such that the shareholdersstockholders of the Company, immediately preceding the merger or consolidation own less than 50% of the person or other entity surviving the merger or consolidation, (iii) the failure of the Company to assign this Agreement to a successor, (iv) a majority of the members of the Board of Directors of the Company on the date of this Agreement (each a “Current Director”) cease to be members of the Board of Directors of the Company, provided that any director recommended by a majority of the Current Directors as a successor of a Current Direct shall be deemed to be a Current Director, (v) the sale, merger or other transfer of all or substantially all of the Company’s consolidated assets to one or more non-affiliated corporations, persons or other entities.

Tax and Accounting Considerations

The Compensation Committee has considered the implications of Section 162(m) of the Internal Revenue Code in making decisions concerning compensation design and administration. The Compensation Committee views tax deductibility as an important consideration and intends to maintain deductibility wherever possible, but also believes that our business needs should be the overriding factor of compensation design. Therefore, the Compensation Committee believes it is important to maintain flexibility and has not adopted a policy requiring that specific programs meet the requirements of performance-based compensation under Section 162(m). The Committee also considers tax implications for executives and structures its compensation programs to comply with Section 409A of the Internal Revenue Code. Accounting and cost implications of compensation programs are considered in program design; however, the main factor is alignment with our business needs.

EXECUTIVE COMPENSATION

The following table sets forth the total compensation earned by our named executive officers in fiscal years 2012, 2013, 2014 and 2014.2015.

Summary Compensation Table

Name and Principal Position		Year				Salary				Bonus				Stock Awards				Non-Equity Incentive Plan Compensation				Nonqualified Deferred Compensation Earnings				All Other Compensation				Total
David J. Langevin			2015			$	433,836			$	170,722	(1)		$	30,128				—							$	58,500	(4)		$	693,186
Chairman and Chief Executive Officer			2014			$	401,700			$	170,723	(2)		$	30,127	(2)			—				—			$	35,000	(5)		$	637,550
			2013			$	390,000			$	331,493	(3)		$	161,727	(3)			—				—			$	33,930	(6)		$	917,150
Andrew M. Rooke			2015			$	341,285			$	134,304	(7)		$	23,698	(7)			—				—			$	135,158	(10)		$	634,445
President and Chief Operating Officer			2014			$	316,004			$	134,303	(8)		$	23,699	(8)			—				—			$	106.467	(11)		$	580,473
			2013			$	306,800			$	260,781	(9)		$	149,239	(9)			—				—			$	94,435	(12)		$	811,255
Lubomir T. Litchev			2015			$	323,931			$	127,481	(13)		$	22,487	(13)			—							$	37,000	(16)		$	510,899
President of Manufacturing Operations			2014			$	299,936			$	127,472	(14)		$	22,496	(14)			—				—			$	20,150	(17)		$	470,054
			2013			$	291,200			$	247,515	(15)		$	146,905	(15)			—				—			$	17,430	(18)		$	703,050
David H. Gransee			2015			$	242,991			$	48,715	(19)		$	8,594	(19)										$	29,771	(22)		$	330,071
Vice President and Chief Financial Officer			2014			$	229,237			$	48,717	(20)		$	8,593	(20)			—				—			$	16,228	(23)		$	302,775
			2013			$	222,560			$	189,173	(21)		$	96,907	(21)			—				—			$	14,430	(24)		$	523,070

awarded 2,562 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.

(9)

Andrew M. Rooke was awarded a discretionary bonus of $306,800 for 2013. In accordance with a recommendation of the Compensation Committee, Mr. Rooke received restricted stock units with a value equal to 15% of his bonus ($46,019) and it was stipulated that Mr. Rooke’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Rooke was awarded 2,878 restricted stock units based on a closing stock price of $15.99 per Common Share on March 6, 2014, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. On December 31, 2013, Mr. Rooke was awarded 6,500 restricted stock units which had a fair value of $103,220 based on closing stock price of $15.88 on December 31, 2013, the date of grant.

(9)(10)

Andrew M. Rooke was awardedRepresents a discretionary bonus of $348,100$12,000 car allowance, $9,765 401(k) matching, a $88,393 housing allowance and $25,000 for 2012. In accordanceinsurance premiums paid in connection with a recommendation of the Compensation Committee, Mr. Rooke received restricted stock units with a value equal to 15% of his bonus ($52,214) and it was stipulated that Mr. Rooke’s cash bonus was to be reducedwhole life insurance policy purchase by the value of the restricted stock units granted. Mr. Rooke was awarded 4,968 restricted stock units based on a closing stock price of $10.51 per Common Share on March 8, 2013, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. On December 31, 2012, Mr. Rooke was awarded 10,000 restricted stock units which had a fair value of 71,400 based on closing stock price of $7.14 on December 31, 2012, the date of grant.Company that is owned by employee.

(10)(11)

Represents a $12,000 car allowance, $7,800 401(k) matching, a $86,417 housing allowance and $250 miscellaneous income.

(11)(12)

Represents a $12,000 car allowance, $5,430 401(k) matching and a $77,005 housing allowance.

(12)(13)

RepresentsLubomir T. Litchev was awarded a $12,000 car allowance, $11,943 401(k) matchingdiscretionary bonus of $149,968 for 2015. In accordance with a recommendation of the Compensation Committee, Mr. Litchev received restricted stock units with a value equal to 15% of his bonus ($22,487) and it was stipulated that Mr. Litchev’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Litchev was awarded 2,431 restricted stock units based on a $65,825 housing allowance.closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.

(13)(14)

Lubomir T. Litchev was awarded a discretionary bonus of $149,968 for 2014. In accordance with a recommendation of the Compensation Committee, Mr. Litchev received restricted stock units with a value equal to 15% of his bonus ($22,496) and it was stipulated that Mr. Litchev’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Litchev was awarded 2,432 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.

(14)(15)

Lubomir T. Litchev was awarded a discretionary bonus of $291,200 for 2013. In accordance with a recommendation of the Compensation Committee, Mr. Litchev received restricted stock units with a value equal to 15% of his bonus ($43,685) and it was stipulated that Mr. Litchev’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Litchev was awarded 2,732 restricted stock units based on a closing stock price of $15.99 per Common Share on March 6, 2014, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. 2014,

the date Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. On December 31, 2013, Mr. Litchev was awarded 6,500 restricted stock units which had a fair value of $103,220 based on closing stock price of $15.88 on December 31, 2013, the date of grant.

(15)(16)

Lubomir T. LitchevRepresents a $12,000 car allowance and $25,000 for insurance premiums paid in connection with whole life insurance policy purchase by the Company that is owned by employee.

(17)	Represents a $12,000 car allowance, $7,800 401(k) matching contribution and $350 miscellaneous income.

(18)	Represents a $12,000 car allowance and $5,430 401(k) matching contribution.

(19)

David H. Gransee was awarded a discretionary bonus of $330,400$57,310 for 2012.2015. In accordance with a recommendation of the Compensation Committee, Mr. LitchevGransee received restricted stock units with a value equal to 15% of his bonus ($49,565)8,594) and it was stipulated that Mr. Litchev’sGransee’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. LitchevGransee was awarded 4,716929 restricted stock units based on a closing stock price of $10.51$9.25 per Common Share on March 8, 2013,13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. On December 31, 2012, Mr. Litchev was awarded 10,000 restricted stock units which had a fair value of 71,400 based on closing stock price of $7.14 on December 31, 2012, the date of grant.

(16)	Represents a $12,000 car allowance, $7,800 401(k) matching contribution and $350 of miscellaneous income.

(17)	Represents a $12,000 car allowance and $5,430 401(k) matching contribution.

(18)	Represents a $12,000 car allowance, and $4,200 401(k) matching contribution.

(19)(20)

David H. Gransee was awarded a discretionary bonus of $57,310 for 2014. In accordance with a recommendation of the Compensation Committee, Mr. Gransee received restricted stock units with a value equal to 15% of his bonus ($8,593) and it was stipulated that Mr. Gransee’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Gransee was awarded 929 restricted stock units based on a closing stock price of $9.25 per Common Share on March 13, 2015, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance.

(20)(21)

David H. Gransee was awarded a discretionary bonus of $222,560 for 2013. In accordance with a recommendation of the Compensation Committee, Mr. Gransee received restricted stock units with a value equal to 15% of his bonus ($33,387) and it was stipulated that Mr. Gransee’s cash bonus was to be reduced by the value of the restricted stock units granted. Mr. Gransee was awarded 2,088 restricted stock units based on a closing stock price of $15.99 per Common Share on March 6, 2014, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. On December 31, 2013, Mr. Gransee was awarded 4,000 restricted stock units which had a fair value of $63,520 based on closing stock price of $15.88 on December 31, 2013, the date of grant.

(21)(22)

David H. Gransee was awardedRepresents a discretionary bonus of $214,000$9,000 car allowance, $5,771 401(k) matching contribution match, and $15,000 for 2012. In accordanceinsurance premiums paid in connection with a recommendation of the Compensation Committee, Mr. Gransee received restricted stock units with a value equal to 15% of his bonus ($32,098) and it was stipulated that Mr. Gransee’s cash bonus was to be reducedwhole life insurance policy purchase by the value of the restricted stock units granted. Mr. Gransee was awarded 3,054 restricted stock units based on a closing stock price of $10.51 per Common Share on March 8, 2013, the date the Board approved the discretionary bonus and the restricted stock units. The restricted stock units vest upon issuance. On December 31, 2012, Mr. Gransee was awarded 6,000 restricted stock units which had a fair value of $42,840 based on closing stock price of $7.14 on December 31, 2012, the date of grant.Company that is owned by employee.

(22)(23)

Represents a $9,000 car allowance, $7,128 401(k) matching contribution match, and $100 miscellaneous income.

(23)(24)

Represents a $9,000 car allowance, and $5,430 401(k) matching contribution match.

(24)	Represents a $9,000 car allowance, and $7,670 401(k) matching contribution match.

Grants of Plan-Based Awards

Outstanding Equity Awards at 20142015 Fiscal Year-End

The following table sets forth information about outstanding equity awards held on December 31, 20142015 by our named executive officers. In addition to the vesting provisions described in notes to the table below: