SCHEDULE 14AUNITED STATES
(Rule 14a-101)SECURITIES AND EXCHANGE COMMISSION
INFORMATION REQUIRED IN PROXY STATEMENTWashington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a | ||
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to |
Columbus McKinnon Corporation
(Name of Registrant as specified in its charter)Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of filing fee (checkFiling Fee (Check the appropriate box):
| ☒ | No fee | |||
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table | |||
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June 9, 2021September 7, 2022
Dear Fellow Stockholder:Shareholder:
It is a pleasure to invite you to the 2021a special meeting of shareholders of Columbus McKinnon Corporation annual meeting of stockholders.(the “Special Meeting”). The meeting will be held virtualvirtually and at 10:0010 a.m., ET on Monday, July 19, 2021October 17, 2022, at www.proxydocs.com/CMCO .CMCO. Prior registration is required to attend and participate in the AnnualSpecial Meeting at www.proxydocs.com/CMCO. Upon completing your registration (which will require the control number in your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form) you will receive further instructions via email, including your unique links that will allow you to access, submit questions and vote at the virtual AnnualSpecial Meeting. You will not be able to attend the 2021 AnnualSpecial Meeting in person. The attached Notice of AnnualSpecial Meeting of StockholdersShareholders and Proxy Statement discuss the items scheduled for a vote by stockholdersshareholders at the meeting.
The Securities and Exchange Commission rules allow companies to furnish proxy materials to their stockholdersshareholders over the Internet. As a result, most of our stockholdersshareholders will receive in the mail a notice regarding availability of the proxy materials for the AnnualSpecial Meeting on the Internet instead of paper copies of those materials. The notice contains instructions on how to access the proxy materials over the Internet and instructions on how stockholdersshareholders can receive paper copies of the proxy materials, including a proxy or voting instruction form. This process expedites stockholders’shareholders’ receipt of proxy materials and lowers the cost of our annualspecial meeting.
The Board of Directors has fixed the close of business on May 24, 2021,August 19, 2022, as the record date for the determination of shareholders entitled to receive notice of and to vote at the AnnualSpecial Meeting.
It is important that your shares be represented and voted at the AnnualSpecial Meeting. Whether or not you plan to attend, please sign, date, and return the enclosed proxy card in the enclosed postage-paid envelope or vote by telephone or using the internet as instructed on the enclosed proxy card. If you attend the AnnualSpecial Meeting, you may vote your shares in person if you wish.
Please vote your shares as soon as possible. This is your annual meeting, and yourYour participation is important.
David J. Wilson President & Chief Executive Officer |
Alan S. Korman
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Columbus McKinnon Corporation • 205 CrossPointCrosspoint Parkway • Buffalo, New York 14068
NOTICE OF 2021 ANNUALSPECIAL MEETING OF SHAREHOLDERS
| When:
Monday, at |
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Virtual Meeting at |
Items of Business:
| 1. | To |
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| Our | Board of Directors recommends a vote “FOR” each of Proposals 1 and 2. |
Who Can Vote?
Only stockholdersshareholders of record at the close of business on May 24, 2021August 19, 2022, will be entitled to vote at the annual meeting.Special Meeting.
Virtual Meeting
Please note that, as part of our concern regarding the health and safety of our shareholders, directors, officers, employees, meeting attendees and the public in light of the current coronavirus (COVID-19) outbreak, we are electing to hold a “virtual” meeting instead of a physical meeting. Priorprior registration is required to attend and participate in the AnnualSpecial Meeting at www.proxydocs.com/CMCO.CMCO. Upon completing your registration (which will require the control number in your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form) you will receive further instructions via email, including your unique links that will allow you to access, submit questions and vote at the virtual AnnualSpecial Meeting. You will not be able to attend the 2021 AnnualSpecial Meeting in person.
Summary of Proxy Statement
This summary highlights selected information in this Proxy Statement and does not contain all of the information that you should consider in deciding how to vote. Please read the complete proxy statement carefully before voting.
Annual Meeting Information
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This Proxy Statement and the accompanying form of proxy are being furnished in connection with the solicitation by the Board of Directors of Columbus McKinnon Corporation (the “Board of Directors”), a New York corporation (“our Company”, “we” or “us”), of proxies to be voted at the AnnualSpecial Meeting of Shareholders (the “Annual“Special Meeting”). At the close of business on May 24, 2021,August 19, 2022, we had 28,340,71028,627,269 outstanding shares of our common stock, $.01$0.01 par value per share, the holders of which are entitled to one vote per share on each matter properly brought before the AnnualSpecial Meeting.
The shares represented by all valid proxies in the enclosed form will be voted if received in time for the AnnualSpecial Meeting in accordance with the specifications, if any, made on the proxy card. If no specification is made, the proxies will be voted (i) FOR the nominees for Director named in this Proxy Statement,amendment and restatement of the Company’s Restated Certificate of Incorporation to remove the requirement that our Board of Directors consist of not less than three and no more than nine directors, and (ii) FOR the ratificationadjournment of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year ending March 31, 2022, and (iii) FOR the advisory approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosure as contained elsewhere in this Proxy Statement.Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1.
In order for business to be conducted, a quorum must be present at the AnnualSpecial Meeting. A quorum is a majority of the outstanding shares of common stock entitled to vote at the AnnualSpecial Meeting. Abstentions, broker non-votes and withheld votes will be counted in determining the existence of a quorum at the AnnualSpecial Meeting. Votes may be cast FOR, AGAINST (withhold) or ABSTAIN on the approval of these proposals. Abstentions and broker non-votes are not counted in the number of votes cast and will have no effect on the results of the vote. Proxy cards that are executed and returned without any designated voting direction will be voted in the manner stated on the proxy card.
Brokers may not vote your shares on any matter except Proposal 2, in the absence of specific voting instructions from you. Please contactyour broker directly if you have questions about how to provide such instructions. The execution of a proxy will not affect a shareholder’s right to virtually attend the AnnualSpecial Meeting and to vote in person.virtually at the Special Meeting. A shareholder who executes a proxy may revoke it at any time before it is exercised by giving written notice to the Secretary, by appearing at the AnnualSpecial Meeting and so stating, or by submitting another duly executed proxy bearing a later date.
SPECIAL MEETING VOTE RECOMMENDATIONS
Matter | Board Vote Recommendation | |||||
Proposal 1 | The amendment and restatement of the Company’s Restated Certificate of Incorporation to remove the requirement that our Board of Directors consist of not less than three and no more than nine directors | ✔ | FOR | |||
Proposal 2 | Adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1 | ✔ | FOR | |||
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SUMMARY OF PROXY STATEMENT
Our Mission
We provide expert, professional-grade solutions and products, building the trust of customers by solving their high-value problems.
Our Vision
To become the leading industrial technology company in safe and productive motion control.
Our Values
We are raising expectations by Living Our Values through our daily behaviors.
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SUMMARY OF PROXY STATEMENT
BLUEPRINT FOR GROWTH STRATEGY 2.0
We have evolved our Blueprint for Growth strategy to version 2.0 to accelerate our growth with an emphasis on broadening our expertise in intelligent motion solutions for material handling. Our Blueprint for Growth 2.0 strategy is focused on delivering above market growth through organic and inorganic initiatives as well as improved financial performance, which we believe drives shareholder value creation. The strategy is underpinned by our Columbus McKinnon Business System (“CMBS”), that provides the discipline, processes and core competencies necessary to scale our business. At the core of CMBS are our people and our values.
Pivot from late-stage cyclical industrial to growth oriented industrial technology
With CMBS as the foundation, we are positioned to execute the Core Growth Framework of our Blueprint for Growth 2.0 strategy. The Framework defines four parallel paths for Columbus McKinnon’s growth and provides clear organic and strategic initiatives. We have detailed action plans for each of the paths of our Core Growth Framework.
Strengthening the core is a foundational path focused on initiatives that will strengthen competencies and improve our competitive position within our existing share of our Serviceable Addressable Market (“SAM”). Initiatives include further developing commercial and product management competencies and improving our digital tools for a better, more efficient customer experience.
Growing the core is a path that is focused on taking greater marker share, both organically and through acquisitions, within our SAM. We believe we are making progress on this path through product localization, new product development and advancements in automation and aftermarket support for our distributors.
Expanding the core is a path that is focused on improved channel access and geographic expansion. Here we expand beyond our SAM into the broader Total Addressable Market (“TAM”). We believe this will involve building out our presence both geographically and in new verticals with expanded offerings, which we expect we can accomplish organically as well as with acquisitions.
| 2021 PROXY STATEMENT |
SUMMARY OF PROXY STATEMENT
Reimagining the core is a more transformational path that rethinks our TAM and targets strategic expansion beyond that. As we think more broadly about material handling and increasing trends in intelligent motion, not just lifting, but solutions for how materials move throughout customer environments, there are some compelling ideas that emerge. The Dorner acquisition is an example of reimagining Columbus McKinnon’s core.
We are a market leader in North America for hoists, material handling digital power control systems, and precision conveyors, our principal lines of products, and have strong market positions with certain chain, forged fittings, and actuator products. Additionally, in Europe, we are a market leader for manual hoists and in the heavy load, rail and niche custom applications for actuation. We have well-established brands that include CM, Yale, STAHL, Magnetek, Dorner, Pfaff, Unified, SHAW-BOX and Duff-Norton. Our market leadership and strong brands enable us to effectively sell our products through our extensive channels to market throughout the United States and Europe.
We believe that key considerations for our success include the following:
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BROAD GLOBAL PRESENCE, DIVERSE END-MARKETS
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SUMMARY OF PROXY STATEMENT
HISTORY OF DELIVERING INNOVATION
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TALENT LEADERSHIP
Our senior management team has extensive operational, financial and managerial experience, and has been responsible for developing and executing strategies to both transform the Company and drive profitable growth via M&A and other strategic initiatives. Several notable initiatives include the Columbus McKinnon Business System, which underpins our strategic framework and defines the critical core competencies required to scale. This includes our 80/20 business tool to drive margin expansion. Our management team also has a track record of effective M&A integration, demonstrated by the successful acquisition of Dorner in 2021, STAHL in 2017 and Magnetek in 2015.
| 2021 PROXY STATEMENT |
SUMMARY OF PROXY STATEMENT
FY21 Financial Metrics
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SUMMARY OF PROXY STATEMENT
Reconciliation of GAAP Income from Operations to Non-GAAP Adjusted Income from Operations
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GAAP income from operations | 68,331 | 69,442 | 89,824 | 42,255 | ||||||||||||
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Acquisition deal, integration, and severance costs | 8,763 | — | — | 3,951 | ||||||||||||
Factory closures | — | 1,473 | 4,709 | 3,778 | ||||||||||||
Business realignment costs | — | 1,906 | 2,831 | 1,470 | ||||||||||||
Insurance recovery legal costs | 2,948 | 1,282 | 585 | 229 | ||||||||||||
Loss on sales of businesses | — | 25,672 | 176 | — | ||||||||||||
Insurance settlement | (2,362 | ) | — | (382 | ) | — | ||||||||||
Gain on sale of building | — | — | — | (2,638 | ) | |||||||||||
Debt repricing fees | 619 | — | — | — | ||||||||||||
Magnetek litigation | 400 | — | — | — | ||||||||||||
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Non-GAAP adjusted income from operations | 78,699 | 99,775 | 97,743 | 49,045 | ||||||||||||
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Sales | 839,419 | 876,282 | 809,162 | 649,642 | ||||||||||||
Operating margin—GAAP | 8.1 | % | 7.9 | % | 11.1 | % | 6.5 | % | ||||||||
Adjusted operating margin—Non-GAAP | 9.4 | % | 11.4 | % | 12.1 | % | 7.5 | % | ||||||||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA
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GAAP net income | 22,065 | 42,577 | 59,672 | 9,106 | ||||||||||||
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Income tax expense (benefit) | 27,620 | 10,321 | 17,484 | 970 | ||||||||||||
Interest and debt expense | 19,733 | 17,144 | 14,234 | 12,081 | ||||||||||||
Investment (income) loss | (157 | ) | (727 | ) | (891 | ) | (1,693 | ) | ||||||||
Foreign currency exchange (gain) loss | 1,539 | 843 | (1,514 | ) | 941 | |||||||||||
Other (income) expense, net | (2,469 | ) | (716 | ) | 839 | 20,850 | ||||||||||
Depreciation and amortization expense | 36,136 | 32,675 | 29,126 | 28,153 | ||||||||||||
Acquisition deal, integration, and severance costs | 8,763 | — | — | 3,951 | ||||||||||||
Factory closures | — | 1,473 | 4,709 | 3,778 | ||||||||||||
Business realignment costs | — | 1,906 | 2,831 | 1,470 | ||||||||||||
Insurance recovery legal costs | 2,948 | 1,282 | 585 | 229 | ||||||||||||
Loss on sales of businesses | — | 25,672 | 176 | — | ||||||||||||
Insurance settlement | (2,362 | ) | — | (382 | ) | — | ||||||||||
Gain on sale of building | — | — | — | (2,638 | ) | |||||||||||
Debt repricing fees | 619 | — | — | — | ||||||||||||
Magnetek litigation | 400 | — | — | — | ||||||||||||
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Non-GAAP adjusted EBITDA | 114,835 | 132,450 | 126,869 | 77,198 | ||||||||||||
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Sales | 839,419 | 876,282 | 809,162 | 649,642 | ||||||||||||
Net income margin—GAAP | 2.6 | % | 4.9 | % | 7.4 | % | 1.4 | % | ||||||||
Adjusted EBITDA margin—Non-GAAP | 13.7 | % | 15.1 | % | 15.7 | % | 11.9 | % | ||||||||
| 2021 PROXY STATEMENT |
PROPOSAL 1: ELECTIONAPPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO REMOVE THE REQUIREMENT THAT OUR BOARD OF DIRECTORS CONSIST OF NOT LESS THAN THREE AND NO MORE THAN NINE DIRECTORS
NEW BOARD DEVELOPMENTSOVERVIEW
Mr. David J. Wilson joined the Company on June 1, 2020 as President & Chief Executive Officer and Director. His predecessor Mark D. Morelli resigned his position as President & Chief Executive Officer and Director effective January 10, 2020.
Mr. Richard H. Fleming, Chairman of theOn August 17, 2022, our Board of Directors assumedapproved and recommended that our shareholders approve the additional positionamendment and restatement of Interim President and Chief Executive Officer effective January 10, 2020 until June 1, 2020. Mr. Dastoor was elected to the Board and as a Member of the Audit Committee and Compensation and Succession Committee on May 17, 2021.
ELECTION OF DIRECTORS
Ourour Restated Certificate of Incorporation providesto remove the requirement that our Board of Directors shall consist of not less than three and no more than nine Directors.directors. Subject to shareholder approval of this Proposal 1, our Board of Directors anticipates adopting amendments to our Bylaws and corporate governance policies to implement this change. We have attached as Annex A to this proxy statement the proposed Restated Certificate of Incorporation to effect Proposal 1, marked with deletions indicated by strikeouts and additions
indicated by underlining to indicate the proposed amendments.
Our Board of Directors approved the proposed Restated Certificate of Incorporation following its review and consideration of our governance structures and policies, including various terms of our Restated Certificate of Incorporation and Bylaws. In making its determinations, our Board of Directors concluded that establishing flexibility regarding the composition of our Board of Directors should be an objective of our governance structures and policies to allow the Board to add new directors to continue the advancement of skills and diversity of the Board.
Summary of the Proposed Restated Certificate of Incorporation
Our Restated Certificate of Incorporation currently provides that the number of directors shall be not less than three (3) nor more than nine (9), and, subject to such limitation, the number of directors may be fixed by the affirmative vote of a majority of the directors then in office. Nine directors are currently authorized.
Under the proposed Restated Certificate of Incorporation, Article VIII of our current Restated Certificate of Incorporation would be revised to
delete the requirement that our Board of Directors consist of not less than three and no more than nine directors, and instead to provide solely that the number of directors may be fixed by the affirmative vote of a majority of the directors then in office, as further set forth in Annex A. The Directorsdirectors are to be elected at each annual meeting of shareholders and to serve for a term of one year or until their successors are duly elected and qualified. Each of the Directors attended at least 75% of the Board meetings held in 2020.
Unless instructions to the contrary are received, it is intended that the shares represented by proxies will be voted for the election as Directors of Richard H. Fleming, Nicholas T. Pinchuk, Liam G.
McCarthy, Heath A. Mitts, Kathryn V. Roedel, Aziz A. Aghili, Jeanne Beliveau-Dunn, Michael Dastoor and David J. Wilson, each of whom has been previously elected by our shareholders except Mr. Dastoor. If any of these nominees should become unavailable for election for any reason, it is intended that the shares represented by the proxies solicited herewith will be voted for such other person as the Board of Directors shall designate. The Board of Directors has no reason to believe that any of these nominees will be unable or unwilling to serve if elected to office.
Reasons for the Proposed Restated Certificate of Incorporation
Our Board believes that removing the requirement that our Board of Directors consist of not less than three and no more than nine directors is appropriate and necessary, and in the best interests of our shareholders, in order to provide flexibility with respect to the optimal composition of our Board of Directors. Board refreshment and succession planning were key priorities for your Board in fiscal 2022. During the
year, we added three new directors to the Board: Mike Dastoor, Executive Vice President, and Chief Financial Officer of Jabil Inc. (NYSE: JBL), Gerald Colella, retired President and CEO and current Chair of MKS Instruments (Nasdaq: MKSI), and Chad Abraham, Chair and CEO of Piper Sandler (NYSE: PIPR). The following information is provided concerningaddition of these three individuals provides further depth to the nominees for Director:Board’s financial expertise as well as its
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PROPOSAL 1: ELECTIONAPPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO REMOVE THE REQUIREMENT THAT OUR BOARD OF DIRECTORS CONSIST OF NOT LESS THAN THREE AND NO MORE THAN NINE DIRECTORS
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PROPOSAL 1: ELECTION OF DIRECTORS
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PROPOSAL 1: ELECTION OF DIRECTORS
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PROPOSAL 1: ELECTION OF DIRECTORS
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PROPOSAL 1: ELECTION OF DIRECTORS
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2022
General
Our Board of Directors currently consists of nine directors of which eight are independent, two women and one is racially diverse. We are askingbelieve that our shareholdersBoard of Directors has a rich mixture of educational, professional, experiential, gender, and global diversity. Our Board of Directors, upon the recommendation of our Corporate Governance and Nomination Committee, seeks to ratify our Audit Committee’s appointmentcreate a Board of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2022. In the event our shareholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointmentDirectors that is ratified, the Audit Committee,strong in its discretion, may direct the appointmentcollective knowledge, has diversity, and a broad range of a different independent registered publicskills and experience with respect to accounting firm atand finance, management and leadership, vision
any time duringand strategy, business operations, business judgment, industry knowledge, corporate governance, and global markets. Given the year ifimportance of board refreshment and succession planning, ESG (environmental, social, and governance) and DEI (diversity, equity, and inclusion), to our business model and our priorities, our Board of Directors intends to continue to seek out additional director candidates to add further diversity to the Audit Committee determinesBoard, and who broaden what is already a talented and dedicated Board of Directors.
For these reasons, our Board of Directors recommend that such a change would be in the best interests of our Company and its shareholders. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions.shareholders vote FOR this Proposal 1.
Principal Accountant Fees and Services
The aggregate fees billed to us by Ernst & Young LLP for fiscal years 2021 and 2020 are as follows:
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Audit Fees(1) |
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Audit Related Fees(2) |
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Tax Fees(3) |
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All Other Fees(4) |
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Total |
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PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERSREQUIRED
We are required pursuant to Section��14AApproval of the Exchange Act to provide a non-binding stockholder vote on our executive compensation as described in this proxy statement (commonly referred to as “Say-on-Pay”).
The advisory vote on executive compensation is a non-binding vote on the compensation of the Company’s named executive officers, as described in the Compensation Discussionamendment and Analysis section, the compensation tables, and the accompanying narrative disclosure set forth in this proxy statement.
We maintain a compensation program that is comprehensive, consisting of base salary, annual incentives, long-term incentives and benefits, in supportrestatement of our objectiveRestated Certificate of providing superior valueIncorporation to shareholders and customers. Our program is designed to motivate and rewardremove the requirement that our executives for sustained superior performance through the use of variable compensation tied to
short, intermediate and long-term results. Our business success depends on our ability to attract and retain executive talent through competitive compensation opportunities provided by our program. For the reasons discussed above, the Board of Directors unanimously recommends that shareholdersconsist of not less than three and no
more than nine directors require the affirmative “FOR” vote in favor of a majority of shares entitled to vote at the following resolution:
“RESOLVED, that the shareholders hereby APPROVE, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement prepared in connection with its 2021 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and narrative discussion).”Special Meeting.
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THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” THE APPROVAL OF THE
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PROPOSAL 2: APPROVAL OF ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE ABOVE PROPOSAL
If at the Special Meeting, the number of shares of the common stock present or represented and voting in favor of Proposal 1 is insufficient to approve the proposal, our management may move to adjourn the Special Meeting in order to enable our Board of Directors to continue to solicit additional proxies in favor of Proposal 1. In that event, you will be asked to vote only upon the adjournment, postponement, or continuation proposal and not on any other proposals.
In this proposal, we are asking you to authorize the holder of any proxy solicited by our Board of Directors to vote in favor of adjourning, postponing, or continuing the Special Meeting and any later adjournments. If our shareholders approve the adjournment, postponement, or
continuation proposal, we could adjourn, postpone, or continue the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of Proposal 1, including the solicitation of proxies from shareholders that have previously voted against the proposals. Among other things, approval of the adjournment, postponement or continuation proposal could mean that, even if proxies representing a sufficient number of votes against Proposal 1 have been received, we could adjourn, postpone, or continue the Special Meeting without a vote on Proposal 1 and seek to convince the holders of those shares to change their votes to votes in favor of the approval of Proposal 1.
VOTE REQUIRED
Approval of any adjournment of the special meeting, if necessary or appropriate, to permit further solicitation of additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1 requires the affirmative “FOR” vote of a majority of those shares present in person or represented by proxy
and entitled to vote at the Special Meeting. No proxy that is specifically marked “AGAINST” Proposal 1 will be voted in favor of the adjournment, unless it is specifically marked “FOR” the discretionary authority to adjourn, postpone, or continue the Special Meeting to a later date.
| THE BOARD OF DIRECTORS RECOMMENDS UNANIMOUSLY A VOTE “FOR” THE APPROVAL OF ANY ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE TO PERMIT FURTHER SOLICITATION OF ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE ABOVE PROPOSAL. | |
| 4 | 2022 PROXY STATEMENT | |
PROPOSAL 3: ADVISORY VOTE ON2: APPROVAL OF ANY ADJOURNMENT OF THE COMPENSATIONSPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT FURTHER SOLICITATION OF OUR NAMED EXECUTIVE OFFICERSADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE ABOVE PROPOSAL
Proposal No. 1 | If you do not provide voting instructions, your broker may not vote on this matter.
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The proposal to
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| Proposal No. | If you do not provide voting instructions, your broker may not vote on this matter.
The
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The voting results of the annual meetingSpecial Meeting will be published no later than four business days after the AnnualSpecial Meeting on a Form 8-K filed with the Securities and Exchange Commission, which will be available in the investor relations section of our website at investors.columbusmckinnon.com.
If the Proxy is submitted and no voting instructions are given, the person or persons designated will vote the shares “For” the electionamendment to the Company’s Restated Certificate of Incorporation, and “For” the adjournment of the Director nominees, “For” the appointment of Ernst & Young LLP, “For” the advisory vote onSpecial Meeting to a later date or dates, if necessary or appropriate, to solicit
executive compensationadditional proxies if there are insufficient votes to adopt Proposal 1 in accordance towith the Board vote recommendations. Our management does not presently know of any matters to be presented for consideration at the AnnualSpecial Meeting other than the matters described in the Notice of AnnualSpecial Meeting. However, if other matters are presented, the accompanying proxy confers upon the person or persons entitled to vote the shares represented by the proxy, discretionary authority to vote such shares in respect of any such other matter in accordance with their best judgment.
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Our Company is committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust.
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Corporate Responsibility
We understand that corporate citizenship is essential to the success and long-term sustainability of our business. This has shown to be especially true considering the events that have unfolded over the last year including social unrest, the Covid-19 pandemic and global economic volatility. In fiscal year 2021, the Company accelerated its efforts to increase transparency and make meaningful progress with respect to our Environmental, Social and Governance (“ESG”) priorities. We formalized and integrated a comprehensive platform, building a solid foundation to build upon for years to come. We are committed to operating with integrity, keeping our employees safe, contributing to our local and global communities, promoting diversity equity and inclusion, training and developing our employees, and focusing on being thoughtful environmental stewards. For more information on our ESG programs, see our Columbus McKinnon Fiscal Year 2021 Corporate Social Responsibility Report.
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CORPORATE GOVERNANCE POLICY
Environmental, Social and Governance Priorities
It is essential that we are fact based and data driven when setting our ESG priorities so that we can be very intentional and focused on topics that are material and unique to our business and strategic goals. In determining our material ESG topics, we engaged our stakeholders (employees, shareholders, customers and communities) to determine their highest priorities. Then we considered the ESG topics that are critical to our business based on alignment with our strategic goals, opportunity for value creation, risk mitigation and relative maturity of each topic within the Company. The results were clear as to where we needed to focus our resources for Fiscal Year 2021. We doubled down on our environmental stewardship commitments by setting goals to minimize our waste and reduce our emissions through energy management. We also recognize a responsibility to our employees to provide them with a safe, inclusive environment and a connected culture through our mission, vision, and values. We continued to prioritize our customers by providing them with quality and innovative solutions for intelligent motion and our shareholders by creating value, managing risk and practicing strong governance.
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CORPORATE GOVERNANCE POLICY
Environmental, Social and Governance Structure
Our Board continues to provide oversight of management’s efforts around our material ESG topics and is committed to supporting the Company’s efforts to operate as a sound corporate citizen. Last year we created and filled the position of Director of Corporate Social Responsibility to develop an integrated ESG strategy and help prioritize and drive material initiatives in this space. In Fiscal Year 2021, we also hired a Director of Diversity, Equity, and Inclusion, and will continue to invest in people, technology and enablers that further advance our ESG program in Fiscal Year 2022 and beyond. We believe that an integrated approach to business strategy, corporate governance and corporate citizenship creates long-term value. Therefore, we also have built an integrated cross functional ESG governance structure and processes that ensure efficient data collection, communication, engagement, and the opportunity to provide feedback at every level of our organization.
ESG Integrated Governance Structure
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CORPORATE GOVERNANCE POLICY
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CORPORATE GOVERNANCE POLICY
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CORPORATE GOVERNANCE POLICY
General Corporate Governance Policy
Our Board of Directors believes that its overriding responsibility is to offer guidance and the benefit of its collective experience to help our management understand the risks confronting, and opportunities available to our Company. In furtherance of this responsibility, our Board of Directors has adopted a General Corporate Governance Policy setting forth certain policies, guidelines and procedures it deems important to the successful satisfaction of this responsibility.
These policies and procedures include guidelines as to the eligibility, independence, evaluation, education, succession planning, compensation and indemnification of our Directors, as well as with respect to specific transactions requiring the prior formal approval of our Board of Directors. A copy of our General Corporate Governance Policy is posted on the Investor Relations section of the Company’s website at investors.columbusmckinnon.com.
The roles of the Company’s Chairman of the Board and President and Chief Executive Officer have been served by separate individuals since 1998. This leadership structure supports our belief that it is the President and Chief Executive Officer’s responsibility to manage the Company and the Chairman’s responsibility to manage the Board. Since August 2005 through today, the Chairman of the Board has been filled by an independent Director. As directors continue to have more oversight responsibilities than ever before, we believe it is beneficial to have an independent Chairman whose sole job is leading the Board. We believe over the years that our President and Chief Executive Officer and Chairman of the Board have had an excellent working relationship. By separating the roles of the Chairman of the Board and President and Chief
Executive Officer positions, we ensure there is no duplication of effort between them. We believe this provides strong leadership for our Board of Directors, while also positioning our President and Chief Executive Officer as the leader of the Company in the eyes of our customers, employees and other stakeholders. As part of our annual Board of Directors self-evaluation process, we evaluate our leadership structure to ensure that it continues to provide the optimal structure for our Company and shareholders. A Chair rotation and succession schedule is reviewed and updated annually by the Board in addition to the Chairman conducting individual reviews with the Directors on their interests and thoughts around Chair candidates, rotation and succession. We believe our current leadership structure is the optimal structure for our Company at this time.
Board Composition and Diversity
Our Corporate Governance and Nomination Committee is responsible for developing the general criteria, subject to approval by our Board of Directors, for use in identifying, evaluating and selecting qualified candidates for election or re-election to the Board. The Governance and Nomination Committee annually reviews the appropriate skills and characteristics required of Board members in the context of the current composition of the Board including, reviewing and updating a Board competency skills matrix for each Director. The Corporate Governance and Nomination Committee, in recommending candidates for election or re-election to the Board, seeks to create a Board that is strong in its
collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge, corporate governance and global markets. When the Corporate Governance and Nomination Committee review a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of the Board and the Company at that time, given the attributes of the existing Directors.
The charter of the Corporate Governance and Nomination Committee includes as a statement of responsibility that the Committee assure that the composition of the Board of Directors includes
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CORPORATE GOVERNANCE POLICY
appropriate breadth, depth and diversity of experience and capabilities. In identifying candidates for Director, the Corporate Governance and Nomination Committee and the Board of Directors take into account (i) the comments and recommendations of Directors made in connection with the Board’s annual self-evaluation regarding the qualifications and effectiveness of the existing Board of Directors or additional qualifications that may be required when selecting new board members, (ii) the
requisite expertise and sufficiently diverse backgrounds of the Board of Directors overall composition, (iii) the independence of outside Directors and other possible conflicts of interest of existing and potential members of the Board of Directors, and (iv) all other factors it considers appropriate. Our current board has a rich mixture of educational, professional, experiential, gender, and global diversity and we will continue to consider these and the other mentioned factors when considering future directors.
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CORPORATE GOVERNANCE POLICY
Blend of Experiences and Qualifications
Board of Directors Independence
Our Board of Directors has determined that each of its current members, other than Mr. Wilson, is independent within the meaning of the NASDAQ Stock Market, Inc., listing standards as currently in
effect. In addition, each member of the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation and Succession Committee is independent.
The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time as appropriate. All Directors are expected to attend each meeting of the Board of Directors and the committees on which he or she serves, and are also invited, but not required, to attend the Annual Meeting. Agendas for meetings of the Board of Directors include executive sessions for the independent Directors to meet without the
management Director present. During the fiscal year ended March 31, 2021, our Board of Directors held 8 meetings. Each Director has attended at least 75% of the aggregate number of meetings of our Board of Directors and meetings held by all committees of our Board of Directors on which he or she served and attended the 2020 Annual Shareholder Meeting, other than Mr. Dastoor who was elected by the Board in May 2021.
Our Board of Directors adopted a Code of Conduct which governs all of our Directors, officers and employees, including our Chief Executive Officer and other executive officers. This Code of Conduct is posted on the Corporate Governance section of the Company’s website at www.columbusmckinnon.com and on the Company’s intranet. Our Chief Compliance Officer has responsibility to implement and maintain an
effective ethics and compliance program. She also has responsibility to provide updates on our ethics and compliance program to the Audit Committee. Our Director of Corporate Social Responsibility is responsible for developing our Environmental, Social and Governance (ESG) compliance platform and beginning in 2021, we published our first Sustainability Report which will be updated annually.
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CORPORATE GOVERNANCE POLICY
Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of the Company’s risk management is not only understanding the risks it faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the full Board of Directors in setting the Company’s business strategy is a key part of its assessment of management’s appetite for risk and also a determination of what constitutes an appropriate level of risk for the Company. While the Board of Directors has the ultimate oversight responsibility
for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee oversees the Company’s enterprise risk management process, as well as focuses on financial, cyber and fraud risks, including internal controls, and receives an annual risk assessment report from the Company’s General Counsel and internal auditors. The Company’s General Counsel and his staff also assist the Board of Directors in fulfilling its oversight responsibility with respect to regulatory compliance and legal issues that affect the Company. In addition, in setting compensation, the Compensation Committee strives to create incentives that encourage a level of appropriate risk-taking behavior consistent with the Company’s business strategy and goals.
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CORPORATE GOVERNANCE POLICY
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CORPORATE GOVERNANCE POLICY
Compensation and Succession Committee
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CORPORATE GOVERNANCE POLICY
Corporate Governance and Nomination Committee
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CORPORATE GOVERNANCE POLICY
Director Stock Ownership Guidelines
Our General Corporate Governance Policy contains a guideline whereby all Directors are asked to beneficially own not less than 12,000 shares of our common stock within five years of becoming a Director. Any Restricted Stock Units granted to a Director pursuant to the Columbus McKinnon Corporation 2016 Long Term Incentive Plan, as amended and restated in 2019 (the “Omnibus Plan”) or any successor plan are
included in determining the number of shares owned by such Director for these purposes. All Directors are in compliance with this Policy excluding Mr. Dastoor who joined the Board in May 2021. Also, in May 2021, the Director stock ownership guidelines were changed to 5(X) their total cash compensation retainer within five (5) years of joining the Board, included in the calculation are all prior stock grants vested or unvested.
Director Nonqualified Deferred Compensation Plan
We maintain a “nonqualified” deferred compensation plan offered to our Directors. The plan is an unfunded plan intended to help participants supplement their retirement income while providing them an opportunity to invest a
portion of their cash and/or stock compensation. Under the plan, each Director who receives cash and stock compensation for board service may elect to defer all or a portion of his or her cash and/or stock compensation in a calendar year.
Officer Stock Ownership Guidelines
Consistent with our objective of aligning management’s interests with shareholders, we have established stock ownership requirements for all corporate and operating officers to maintain or accumulate minimum ownership levels of the Company’s Common Stock. Executives are required to retain a portion of their equity compensation upon vesting of shares or exercise of options. The portion that each executive must continue to hold is described as the retention ratio which is applied to the after-tax shares received by the executive. If the value of shares held by an executive exceeds a specified multiple of base salary, the executive is no longer subject to the retention ratio requirement with respect to additional after-tax shares received by the
executive. Each NEO is currently subject to the retention ratio requirement. The following table summarizes the ownership guidelines, as well as the respective retention ratio, for executives:
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CORPORATE GOVERNANCE POLICY
The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In fiscal 2021, each non-employee director was eligible to receive an annual cash retainer of $65,000, plus the following amounts for specified Board service, which amounts were pro-rated for any partial year service:
Chairman of the Board | $ | 60,000 | ||
Audit Committee Chair | 20,000 | |||
Compensation and Succession Committee Chair | 20,000 | |||
Corporate Governance and Nomination Committee Chair | 20,000 | |||
In fiscal 2021, the equity-based portion of each non-employee director’s annual retainer consisted of
1,500 restricted stock units (“RSUs”), which vest over a three-year period, and 1,801 shares of common stock that vested immediately.
In May, 2021 for fiscal year 2022, Director Compensation was changed to an annual cash retainer of 80,000 USD and equity award in the amount of 120,000 USD. Also, the Chairman of the Board Stipend was increased from 60,000 USD to 75,000 USD.
The following table sets forth the compensation of the Company’s directors for the fiscal year ended March 31, 2021.
Director | Fees Earned in Cash(1) ($) | Stock Awards(2),(3) ($) | All Other Compensation(4) ($) | Total(5) ($) | ||||||||||||||||
Aziz S. Aghili | 65,000 | 109,989 | 23 | 175,012 | ||||||||||||||||
Jeanne Beliveau-Dunn | 65,000 | 109,989 | — | 174,989 | ||||||||||||||||
Richard H. Fleming(6) | 93,750 | 109,989 | 51 | 203,790 | ||||||||||||||||
Liam G. McCarthy | 82,500 | 109,989 | 51 | 192,540 | ||||||||||||||||
Heath A. Mitts | 85,000 | 109,989 | 51 | 195,040 | ||||||||||||||||
Nicholas T. Pinchuk | 65,000 | 109,989 | 51 | 175,040 | ||||||||||||||||
Kathryn V. Roedel | 75,000 | 109,989 | 23 | 185,012 | ||||||||||||||||
R. Scott Trumbull(7) | 49,253 | 109,989 | 161 | 159,403 | ||||||||||||||||
Ernest R. Verebelyi(8) | 32,500 | 109,989 | 107 | 142,596 | ||||||||||||||||
David J. Wilson(9) | — | — | — | — | ||||||||||||||||
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CORPORATE GOVERNANCE POLICY
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All of our executive officers are elected annually at the first meeting of our Board of Directors following the Annual Meeting of Shareholders and serve at the discretion of our Board of Directors. There are no family relationships between any of our officers or Directors. Mr. Peter M. McCormick will depart as Vice President-Crane Solutions effective as of June 30, 2021, after which date Mr. McCormick has indicated that he intends to retire. Recent business experience of our executive officers who are not also Directors follows:
Bert A. Brant joined the Company in February 2018 as V.P. Global Manufacturing Operations. Prior to that he was SVP, Global Operations for Colfax Fluid Handling, a division of Colfax Corporation. Prior to joining Colfax in 2014, he led operations in the U.S., Mexico and Canada for Apex Tool Group. He held other manufacturing and operational leadership roles at Pergo LLC, Rexnord Corporation and Denso Manufacturing, where he was trained by Toyota in Japan on the Toyota Production System.
Appal Chintapalli joined the Company in March 2018 as the VP of Engineered Products. Prior thereto, he was General Manager and Vice President of IT & Edge Infrastructure EMEA in Germany for Vertiv. Previously, he worked in a number of positions for Emerson including Vice President of Marketing for Emerson Network Power EMEA in London, UK, and in the U.S., Vice President of Enterprise Services for the Emerson Climate Division, and Corporate Marketing Manager. Appal holds an MBA from Harvard Business School, and a Bachelor and Master of Science in Chemical Engineering.
Alan S. Korman joined the Company in January 2011 as General Counsel and Assistant Secretary. In July 2011, he was elected V.P., General Counsel and Corporate Secretary. In 2015 he assumed the role of Corporate Development and in November 2017 the role of Chief Human Resources Officer. From 1994 until January 2011, he served in various senior executive positions of responsibility at Ivoclar Vivadent, Inc., including Vice President, General Counsel and Secretary, and President of Pentron Ceramics, Inc.
Mario Y. Ramos Lara joined the Company in June 2018 as Vice President, Global Product Development. Prior thereto, he spent 18 years in various roles at Schneider Electric, most recently Vice President, Strategic Marketing, Product Management and Partnerships for Schneider’s Final Distribution line of business. Other positions at Schneider included Vice President, Global Engineering, Director of Engineering for Low and Medium Voltage Equipment and Director, Global Technology Center in Monterrey, Mexico. Mario holds an MBA from Vanderbilt, and a Bachelor and Master of Science in Mechanical Engineering.
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OUR EXECUTIVE OFFICERS
Peter M. McCormick joined the Company in 2015 with the acquisition of Magnetek. He served as President/CEO of Magnetek from 2008 until 2016. From 2006 to 2008 he was Executive VP and COO of Magnetek. In 2016 he assumed the role of Integration Manager STAHL. In 2017 he was appointed Vice President Crane Solutions Group.
Mark Paradowski joined the Company in 1997 as a Technical Manager. In August 2013, he was named Vice President—Information Services. Prior to that, he served as Director—Global Information Systems after having served as Director Information Services. Before joining the company, Mr. Paradowski held various positions with Oracle Corporation and Electronic Data Systems (EDS).
Gregory P. Rustowicz joined the Company in August 2011 as Vice President—Finance and Chief Financial Officer. From 2007, he was Vice President Finance and Corporate Treasurer at Momentive Performance Materials Inc. Prior thereto, he spent 20 years in various financial management positions for PPG Industries, Inc., including Group CFO for the Glass, Fiber Glass and Chemicals Businesses, CFO for Transitions Optical, Inc., and Assistant Treasurer and Global Credit Director. Prior to PPG, he worked as a CPA for KPMG.
Kurt F. Wozniak joined Columbus McKinnon in 1999. He was named V.P. Industrial Products Group in 2017. Prior thereto, he was Vice President—Americas on April 1, 2014. Since July 2012, he served as the Vice President—Latin America. Prior to that, he had been Managing Director – Latin America since July 2010. He has also served as Director, Corporate Development and Director, Materials Management. Previously, Mr. Wozniak was a management consultant with Ernst & Young LLP.
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of May 12, 2021August 15, 2022, regarding the beneficial ownership of our common stock by (i) each person who is known by us to own beneficially more than 5% of our common stock; (ii) by each Director; (iii) by each of our named executive officers named infor the Summary Compensation Tablefiscal year ended March 31, 2022, and (iv) by all of our executive officers and Directors as a group. The business address of each of the executive officers and Directors is 205 Crosspoint Parkway, Buffalo, New York 14068.
Directors, Officers and 5% Shareholders | Number Of Shares(1) | Percentage Of Class(13) | Number Of Shares(1) | Percentage Of Class(14) | ||||||||||||
Richard H. Fleming(2) |
| 61,276 |
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| * |
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| 66,293 |
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| * |
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David J. Wilson(3) |
| 74,943 |
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| * |
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| 77,266 |
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| * |
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Nicholas T. Pinchuk |
| 48,550 |
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| * |
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| 58,057 |
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| * |
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Liam G. McCarthy(2) |
| 45,123 |
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| * |
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| 54,251 |
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| * |
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Heath A. Mitts(2) |
| 19,441 |
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| * |
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| 28,569 |
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| * |
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Kathryn V. Roedel(2) |
| 6,594 |
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| * |
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| 11,611 |
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| * |
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Aziz S. Aghili(2) |
| 6,594 |
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| * |
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| 11,611 |
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| * |
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Jeanne Beliveau-Dunn(4) |
| 901 |
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| 2,034 |
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| * |
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Peter M. McCormick(5) |
| 56,517 |
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| * |
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Michael Dastoor |
| 6,852 |
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| * |
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Chad Abraham(2)(5) |
| 0 |
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| * |
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Gerald Colella(5) |
| 4,111 |
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| * |
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Alan S. Korman(6) |
| 44,776 |
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| * |
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| 33,915 |
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| * |
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Gregory P. Rustowicz(7) |
| 87,959 |
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| * |
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| 71,018 |
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| * |
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Kurt F. Wozniak(8) |
| 57,859 |
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| * |
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| 1,609 |
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| * |
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All Directors and Executive Officers as a Group (18 persons)(9) |
| 600,029 |
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| 2.14 | % | ||||||||||
Bert A. Brant(9) |
| 25,512 |
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| * |
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All Directors and Executive Officers as a Group (21 persons)(10) |
| 524,971 |
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| 1.81 | % | ||||||||||
Columbus McKinnon Corporation Employee Stock Ownership Plan |
| 215,675 |
|
| * |
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| 181,660 |
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| * |
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Dimensional Fund Advisors LP(10) |
| 1,574,465 |
|
| 5.62 | % | ||||||||||
Dimensional Fund Advisors LP (11) |
| 1,468,009 |
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| 5.06 | % | ||||||||||
BlackRock, Inc.(11) |
| 1,827,451 |
|
| 6.53 | % | ||||||||||
BlackRock, Inc.(12) |
| 2,086,775 |
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| 7.20 | % | ||||||||||
Macquarie Group Ltd.(12) |
| 1,458,772 |
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| 5.21 | % | ||||||||||
FMR LLC(13) |
| 1,446,037 |
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| 4.99 | % | ||||||||||
| * | Less than 1% |
| (1) | Rounded to the nearest whole share. Unless otherwise indicated in the footnotes, each of the shareholders named in this table has sole voting and investment power with respect to the shares shown as beneficially owned by such shareholder, except to the extent that authority is shared by spouses under applicable law. |
| (2) | Does not include |
| (3) | Includes (i) |
| (4) | Does not include |
| (5) |
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| (6) | Includes (i) |
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
| (7) | Includes (i) |
| (8) | Includes |
| (9) | Includes (i) 15,940 shares of common stock owned directly; and (ii) 9,572 shares of restricted stock units which are subject to |
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Information with respect to Dimensional Fund Advisors LP is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February |
Information with respect to BlackRock, Inc. is based on a Schedule 13G/A filed with the Securities and Exchange Commission on |
Information with respect to |
Percentage was computed based upon |
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our Directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission and NASDAQ initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Our executive officers, Directors and greater than 10% shareholders are required to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required, we are in compliance with all Section 16(a) filing requirements applicable to our executive officers, Directors and greater than 10% beneficial owners during the fiscal year ended March 31, 2021,2022, except for the late filing of the Form 4’s in connection with restricted stock units granted to Messrs. Rustowicz and Korman on July 20, 2020. The late Form 4 filings were due to the timing of information received on the issuance of the grants.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Audit Committee reviews and makes recommendations where appropriate to the Board of Directors with respect to all related party transactions and relationships. Pursuant to Regulation S-K 404, Code of Conduct and Legal Ethics and Business Compliance Manual and the annual directors’ and officers’ questionnaires that require disclosure of transactions or relationships that may constitute conflicts of interest or require disclosures or affect an independence determination under applicable SEC rules.3 for Ms. Adrienne Williams.
The cost of solicitation of proxies will be borne by us, including expenses in connection with preparing and mailing the Notice and this Proxy Statement. In addition to the use of the mail, proxies may be solicited by personal interviews or by telephone, telecommunications or other electronic means by our Directors,directors, officers, and employees at no additional compensation. Arrangements will be made with brokerage houses, banks and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to the beneficial owners of our common stock, and we will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, some shareholder proposals may be eligible for inclusion in our 20202023 annual meeting proxy statement. These shareholder proposals must bestatement if submitted, along with proof of ownership of our stock in accordance with Rule 14a-8, by U.S. mail, postage prepaid, to our Corporate Secretary, Alan S. Korman, at Columbus McKinnon Corporation, 205 Crosspoint Parkway, Buffalo, New York 14068. Failure to deliver a proposal in accordance with this procedure may result in the proposal not being deemed timely received.
In addition, under our By-laws, any shareholder who intends to nominate a candidate for election to the Board or to propose any business at our 20212023 annual meeting, (other than precatory (non-binding) proposals presented under Rule 14a-8) pursuant to the advance notice provisions of the By-Laws, must give notice to our Corporate Secretary not less 90 days nor more than 120 days prior to the first anniversary of the 2020 Annual Meeting. In each case, the notice must include information specified in
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SHAREHOLDERS’ PROPOSAL
our By-Laws, including information concerning the nominee or proposal, as the case may be, and information about the shareholder’s ownership of and agreements related to our stock. In the event the date of the 2021 Annual Meeting is advanced by more than thirty (30) days, or delayed by more than sixty (60) days, from such anniversary date, notice by the shareholder, to be timely, must be so delivered, or mailed and received, not later than the close of business on the later of the ninetieth (90th) day prior to such2022 annual meeting, or the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the Corporation. In no event shall any adjournment or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.
In addition to the information required in a notice of a proposal, a notice to our Corporate Secretary with respect to nominations must contain certain information regarding each proposed nominee for director. Further information regarding proposals or nominations by shareholders can be found in Section 1.11 of the Company’s By-Laws. If our Board of Directors or a designated committee determines that any proposal or nomination was not made in a timely fashion or fails to meet the information requirements of Section 1.11, such proposal or nomination will not be considered.April 19, 2023, and March 20, 2023, respectively.
As of the date of this Proxy Statement, the Board of Directors does not intend to present, and has not been informed that any other person intends to present, any matter for action at this meeting other than those specifically referred to in this Proxy Statement. If other matters properly come before the meeting, it is intended that the holders of the proxies will act with respect thereto in accordance with their best judgment.
CONTACTING THE BOARD OF DIRECTORS
Our Board of Directors has adopted a written policy regarding communications with our Board of Directors. A copy of this policy is posted on the Investor Relations section of the Company’s website at www.columbusmckinnon.com.
| 8 | 2022 PROXY STATEMENT | |
DIRECTOR ORIENTATIONCONTACTING THE BOARD OF DIRECTORS
YOUR VOTE IS IMPORTANT!
ALL SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON AUGUST 19, 2022, ARE INVITED TO ATTEND AND CONTINUING EDUCATIONVOTE THEIR SHARES AT THE COLUMBUS MCKINNON CORPORATION SPECIAL MEETING OF SHAREHOLDERS. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY VIA THE INTERNET, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE TO VOTE YOUR SHARES. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL, OR, IF YOU REQUESTED PRINTED PROXY MATERIALS BY MAIL, YOUR ENCLOSED PROXY CARD. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE VIA THE INTERNET DURING THE MEETING IF YOU WISH TO DO SO, EVEN IF YOU HAVE PREVIOUSLY SUBMITTED YOUR PROXY OR VOTING INSTRUCTIONS.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. Our orientation programs familiarize new directors with our Company’s businesses, strategies,SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You also may read and policies, and assist new directors in developingcopy any of these SEC filings at the skills and knowledge requiredSEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for their service further information on the Board. Throughout the year we also present educational materials including a membership to the National Association of Corporate Directors to the Board to assist our directors in maintaining skills and knowledge necessary or appropriate for the performance of their responsibilities.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationship exists between any member of our Compensation and Succession Committee or any of our executive officers and any member of any other company’s board of directors or compensation committee (or equivalent), nor has any such relationship existed in the past. No member of our Compensation and Succession Committee was, during fiscal year 2021 or prior thereto, an officer or employee of our Company or any of our subsidiaries.public reference room
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ANNEX A
REPORTRESTATED CERTIFICATE OF THE AUDIT COMMITTEEINCORPORATION
Review of Our Audited Financial StatementsOF
Our Audit Committee is comprisedCOLUMBUS MCKINNON CORPORATION
Under Section 807 of the Directors named below, eachBusiness Corporation Law
The undersigned, Herbert P. Ladds, Jr. and Lois H. DemlerDavid J. Wilson and Alan S. Korman, the President and Secretary, respectively, of whom is independent as defined under Section 10A(m)Columbus McKinnon Corporation, hereby certify:
1. The name of the Securities Exchange Actcorporation is Columbus McKinnon Corporation. The name under which the corporation was originally formed is Columbus McKinnon Chain Co., Inc.
2. The original Certificate of 1934 and Section 3 Incorporation was filed by the Department of State of the Sarbanes-Oxley ActState of 2002New York on September 23, 1929.
3. The Certificate of Incorporation, as previously amended and under Rule 5605 restated, is hereby further amended as follows:
a. To change the 2,002,600 currently authorized shares, of which 2,000,000 shares are designated as Common Shares, par value $0.01 per share, consisting of 1,000,000 Class A Voting Common Shares and 1,000,000 Class B Non-Voting Common Shares, and of which 2,600 shares are designated as Preferred Shares, par value $1.00 per share, to 51,000,000 authorized shares, of which 50,000,000 shares shall be designated as Common Shares, par value $0.01 per share, and of which 1,000,000 shares shall be designated as Preferred Shares, par value $1.00 per share. To effect the foregoing amendment, paragraph FOURTHof the NASDAQ Stock Market, Inc.Certificate of Incorporation is hereby amended to read in its entirety as follows:
“FOURTH: The total number of shares which the corporation is authorized to issue is 51,000,000 shares of which 50,000,000 shares, par value of $0.01 per share, are designated as common shares (“Common Shares”) and of which 1,000,000 shares, par value $1.00 per share, are designated as preferred shares (“Preferred Shares”), listing standardswhich may be designated, from time to time, as currentlyone or more classes or series of Preferred Shares, in effect. In addition, pursuant tosuch number and with such designations, preferences, rights, qualifications, limitations or restrictions as shall be stated in the requirements of Section 407 of the Sarbanes-Oxley Act of 2002, our Board of Directors has determined that Mr. Mitts qualifies as “an Audit Committee financial expert.”
The Audit Committee operates under a written charter which includes provisions requiring Audit Committee advance approval of all audit and non-audit services to be provided by the Company’s independent registered public accounting firm. However, as a matter of course, we will not engage any outside accountants to perform any significant auditresolution or non-audit services without the prior approval of the Audit Committee.
The Audit Committee has reviewed and discussed with our management our audited financial statementsresolutions providing for the fiscal year ended March 31, 2021. The Audit Committee has also discussed with Ernst & Young LLP, our independent auditors, the matters required to be discussedissuance of such class or series of Preferred Shares adopted by Public Company Accounting Oversight Board Auditing Standard No. 16, “Communications with Audit Committees.”
The Audit Committee has also received and reviewed the written disclosures and the letter from Ernst & Young LLP, pursuant to applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed the independence of Ernst & Young LLP with that firm.
Based on the review and the discussions noted above, the Audit Committee recommended to our Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 for filing with the Securities and Exchange Commission.
Heath A. Mitts, Chair
Liam G. McCarthy
Kathryn V. Roedel
Aziz S. Aghili
May 16, 2021
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COMPENSATION OF EXECUTIVE OFFICERS
Report on Executive Compensation
The Compensation and Succession Committee of the Board of Directors recommends the compensation for our President and Chief Executive Officer and Chief Financial Officerfrom time to time, pursuant to the full Boardauthority hereby given, the terms of Directors for approval and approves the compensation for our other executive officers. This Committee is composed entirely of Directors who are neither executive officers nor employees (“associates”) of our Company. In addition, the Compensation and Succession Committee recommends grants under our 2016 Long Term Incentive Plan, as Amended in 2019, and oversees the administration of other compensation plans and programs.
The Compensation and Succession Committee has reviewed the Compensation Discussion and Analysiswhich shall have been set forth belowin a Certificate of Amendment executed, verified and has discussed it with management. In reliance onfiled in the reviewsmanner required by the Business Corporation Law; provided, however, that all shares of any one series or class of Preferred Shares shall be alike in every particular.
Subject to the rights of the holders of any Preferred Shares, the holders of Common Shares are entitled to receive dividends out of assets legally, available therefor at such times and discussions referred to above, the Compensation and Succession Committee recommended toin such amounts as the Board of Directors (and the Board has approved) that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-Kmay from time to time determine.” for the year ended March 31, 2021 for filing with the Securities and Exchange Commission.
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May 16, 2021
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
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Executive Compensation Practices
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Overview, Philosophya.b. To addamend the provisions regarding the election, removal and Objectives
We are onepowers ofcontained in Article EIGHTH of the world’s largest producersCertificate of hoists with a leading precision conveyors platform that, we believe, is poised for significant growth. We areIncorporation removing the restrictions on the number one producer of hoistsdirectors constituting the Board of Directors. To effect the foregoing amendment, a new Article EIGHTH is hereby added to the Certificate of Incorporationamended and restated to read in its entirety as follows:
“EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the corporation shall have concurrent power with the shareholders to adopt, amend or repeal the By-laws of the corporation by such vote of the directors as is set forth in theBy-laws but in no event by less than a majority of the entire Board of Directors (inclusive of vacancies).
United StatesThe number of directors shall be not less than three (3) nor more than nine (9). Subject to such limitation, the number of directors may be fixed solely by the affirmative vote of a majority of the directors then in office.
A director may be removed at any time for cause by a majority vote of the directors then in office.”
c. To expand the provisions contained in Article SEVENTH of the Certificate of Incorporation regarding the indemnification of directors of the corporation. To effect the foregoing amendment, Article SEVENTH is renumbered as Article SIXTH and is hereby amended to read in its entirety as follows:
“SIXTH: (a) To the second largest producer globally. Our Dorner brandfullest extent that the New York Business Corporation Law, as now in effect or as may hereafter be amended, permits elimination or limitation of the liability of directors, no director of the corporation shall be liable to the corporation or its shareholders for damages for any reach of duty in such capacity. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any elimination or limitation of the personal liability of a director of the corporation for acts or omissions occurring prior to the effective date of such repeal or modification.
(b) The corporation shall indemnify and hold harmless each person (and the heirs, executors, or administrators of such person) who was or is a leading North American manufacturerparty or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of precision conveying systems. We achieved our leadership positionthe fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, its directors and officers to the fullest extent permitted by the Business Corporation Law, as the same exists or may hereafter be amended; provided, however, that except for proceedings to enforce rights to indemnification, the corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
hoists, material handling digital power control systemsproceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the corporation.
(c) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the corporation in advance of final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article.
(d) To the extent authorized from time to time by the Board of Directors, the corporation may provide rights to indemnification and high precision conveyor systems through strategic acquisitions, our extensive, diverseto the advancement of expenses to employees and well-established distribution channelsagents of the corporation who are not directors or officers similar to those conferred in this Article to directors and product innovationofficers of the corporation.
(e) The rights to indemnification and quality.to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the By-laws, any statute, agreement, vote of shareholders or otherwise.
4. The substantial breadthtext of our product offeringthe Certificate of Incorporation, as amended heretofore, is hereby restated, as further amended herein, to read in its entirety as follows:
FIRST: The name of the corporation is Columbus McKinnon Corporation.
SECOND: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that it shall not engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
THIRD: The office of the corporation is to be located in Erie County, New York.
FOURTH: The total number of shares which the corporation is authorized to issue is 51,000,000 shares, of which 50,000,000 shares, par value $0.01 per share, are designated as common shares (“Common Shares”) and broad distribution channelsof which 1,000,000 shares, par value $1.00 per share, are designated as preferred shares (“Preferred Shares”), which may be designated, from time to time, as one or more classes or series of Preferred Shares, in such number and with such designations, preferences, rights, qualifications, limitations or restrictions as shall be stated in the United States and Europe provide us a strategic advantage in our markets. We provide highly relevant, professional-grade solutionsresolution or resolutions providing for solving customers’ critical material handling requirements with intelligent motion across broad geographic coverage through expansive distribution channels in approximately 50 countries. With over 145 yearsthe issuance of product innovation and approximately 3,000 employees providing expertise worldwide, we believe that we are a seasoned leader with an extensive historysuch class or series of safely, efficiently, ergonomically and intelligently moving materials.
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 in developing markets with the greatest opportunity. Our executive compensation program is guidedPreferred Shares adopted by the following objectives:
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Overview of Fiscal 2021 Performance-Based Compensation
For fiscal 2021, our priorities focused on increasing shareholder value by driving profitable growth. Accordingly, our Annual Incentive Plan for fiscal 2021 was designed to focus on increasing consolidated operating income, targeted business unit operating income and free cash flow for paying down debt. Duetime, pursuant to the COVID-19 pandemic, target payouts under our Annual Incentive Plan for fiscal 2021 were reduced by 50%.
Our NEOs received one-thirdauthority hereby given, the terms of their fiscal 2021 long-term incentive compensationwhich shall have been set forth in a Certificate of Amendment executed, verified and filed in the form of performance RSUs (“PSUs”), which are contingent upon achievement of return on invested capital (“ROIC”) goals based on final fiscal 2023 results. For the fiscal 2021 grants, the performance period was changed from two years to three years to smooth the near-term impact of the COVID-19 pandemic.
The Compensation Committee’s Role
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. Progress against these goals is monitoredmanner required by the Compensation Committee on a quarterly basis. The Compensation Committee evaluates the CEO’s performance against theseBusiness Corporation Law; provided, however, that all shares of any one series or class of Preferred Shares shall be alike in every particular.
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
goals annually, with inputSubject to the evaluation from all independent directors. The Compensation Committee also considers market data validated by our independent compensation consultant, 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 targets 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 aspectsrights of the CEO’s compensationholders of any Preferred Shares, the holders of Common Shares are approved by our fullentitled to receive dividends out of assets legally available therefor at such times and in such amounts as the Board upon recommendations made byof Directors may from time to time determine.
FIFTH: The Secretary of State is designated as the Compensation Committee, which is comprised entirely of independent directors.
Except for the CEO and Chief Financial Officer (“CFO”), the Compensation Committee reviews and approves base salary increases, Annual Incentive Plan targets and awards, long-term incentive program targets and awards and similar arrangements for the other NEOs in the summary compensation table below after receiving recommendations from our CEO with input from the Chief Human Resource Officer (“CHRO”) and our independent compensation consultant. The Compensation Committee makes the final decision and approves compensation decisions for all NEOs, as well as all other executive officers, except for the CEO and CFO. All aspectsagent of the CEO’scorporation upon whom process against it may be served, and CFO’s compensation are finally approved by our full Board.the post office address to which the Secretary of State shall mail a copy of any such process served upon him or heris:is: c/o Corporation Service Company, 80 State Street, Albany, NY 12207-2543.
Columbus McKinnon Corporation, 140 John James Audubon Parkway, Amherst, New York 14228.
Compensation Committee AdvisorsSIXTH:
The Compensation Committee has (a) To the authority under its charter to engagefullest extent that the services of outside consultants to determine the scopeBusiness Corporation Law, as now in force or as may hereafter be amended, permits elimination or limitation of the consultants’ servicesliability of directors, no director of the corporation shall be liable to the corporation or its shareholders for damages for any reach of duty in such capacity. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and shall not adversely affect any elimination or limitation of the personal liability of a director of the corporation for acts or omissions occurring prior to terminatethe effective date of such consultants’ engagement. In fiscal 2021,repeal or modification.
(b) The corporation shall indemnify and hold harmless each person (and the Compensation Committee continued its engagementheirs, executors, or administrators of Exequity LLP (“Exequity”), an independent compensation consulting firm,such person) who was or is a party or is threatened to advise the Compensation Committee on certain matters relatedbe made a party to, executive compensation including:
In fiscal 2021, Exequity reviewed market data based upon the Company’s target labor market for executive talent, presented market trends, proposed compensation and consulted on compliance issues. Additionally, Exequity attended in person or by telephone all Compensation Committee meetings.
Management’s Role in the Compensation-Setting Process
Our management is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the following executive compensation processes: (1)fact that such person is or was a director or officer of the CHRO developscorporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, its directors and oversees the creation of background and supporting materials for distributionofficers to the Compensation Committee priorfullest extent permitted by the Business Corporation Law, as now in effect or as may hereafter be amended; provided, however, that except for proceedings to its meetings; (2)enforce rights to indemnification, the CEOcorporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.
(c) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the corporation in advance of final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director of officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article.
(d) To the extent authorized from time to time by the Board of Directors, the corporation may provide rights to indemnification and CHRO attend all Compensation Committee meetings, exceptto the executive sessionsadvancement of expenses to employees and agents of the meetings; (3)corporation who are not directors or officers similar to those conferred in this Article to directors and officers of the CEOcorporation.
(e) The rights to indemnification and CHRO annually present and make recommendations to the Compensation Committee relating to annual incentives and long-term incentive plan designs and changes, if warranted; (4) the CEO recommends to the Compensation Committee base salary, target annual incentive and target long-term incentive adjustments for all executives, excluding theadvancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
CEO; (5)acquire under this Certificate of Incorporation, the CHRO receives executive session decisions, actionsBy-laws, any statute, agreement, vote of shareholders or otherwise.
SEVENTH: No holder of shares of the corporation of any class, now or hereafter authorized, shall have any preferentialor preemptive right to subscribe for, purchase or receive any shares of the corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe to or purchase such shares, or any securities convertible into, exchangeable for or carrying rights or options to purchase such shares, which may at any time be issued, sold or offered for sale by the corporation.
EIGHTH: In furtherance and underlying rationalenot in limitation of the powers conferred by statute, the Board of Directors shall have concurrent power with the shareholders to adopt, amend or repeal the By-laws of the corporation by such vote of the directors as is set forth in the By-laws but in no event by less than a majority of the entire Board of Directors (inclusive of vacancies).
The number of directors shall be not less than three (3) nor more than nine (9). Subject to such limitation, the number of directors may be fixed solely by the affirmative vote of a majority of the directors then in office.
A director may be removed at any time for implementation, as appropriate, followingcause by a majority vote of the Compensation Committee’s executive sessions;directors then in office.
5. The 445,773.2948 presently issued and (6)outstanding shares of Class A Voting Common Stock, par value $0.01 per share, are hereby changed into 445,773.2948 Common Shares, par value $0.01 per share, at a rate of one to one. There are no presently issued or outstanding shares of Class B Non-Voting Common Stock.
The 554,226.7052 authorized but unissued shares of Class A Voting Common Stock, par value $0.01 per share, are hereby changed into 49,554,226.7052 Common Shares, par value $0.01 per share, at a rate of 89.41 to 1. The 1,000,000 authorized but unissued shares of Class B Non-Voting Common Stock, par value $0.01 per share, are hereby removed from the CHRO regularly consults withauthorized shares of the corporation pursuant to Section 801(b)(8) of the Business Corporation Law. The 2,600 authorized but unissued shares of Preferred Stock, par value $1.00 per share, are hereby changed into 1,000,000 Preferred Shares, par value $1.00 per share, at rate of 384.615 to 1.
5.6. The foregoing amendments to, and briefs the Compensation Committee chairman between scheduled Compensation Committee meetings.
Elementsrestatement of, Our Compensation Program for NEOs
Our compensation philosophy and objectives are achievedthe Certificate of Incorporation were authorized by using the following elements in our compensation program for NEOs:unanimous written consent of the Board of Directors followed by the affirmative vote of the shareholders holding at least a majority of the shares entitled to vote thereon at a meeting of shareholders.
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ANNEX A
IN WITNESS WHEREOF, this Certificate has been subscribed this 8thday of January, 1996, 2022 by the undersigned who affirm that the statements made herein are true under the penalties of perjury.
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ANNEX A
CERTIFICATE OF MERGER
OF
LIFT-TECH INTERNATIONAL, INC.
AND
LISTER CHAIN AND FORGE, INC.
INTO
COLUMBUS MCKINNON CORPORATION
Under Section 905 of the Business Corporation Law
Pursuant to Section 905 of the Business Corporation Law of the State of New York, the undersigned hereby certifies as follows:
1. (a) The names of each to be merged are Lift-Tech International, Inc., a Delaware corporation, Lister Chain and Forge, Inc., a Washington corporation, and Columbus McKinnon Corporation, a New York corporation.
(b) The name under which Lift-Tech International, Inc. was formed is Fieldston Acquisition, Inc.
(c) The name under which Columbus McKinnon Corporation was formed is Columbus McKinnon Chain Co., Inc.
2. Columbus McKinnon Corporation shall be the surviving corporation (“Surviving Corporation”).
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4. (a) Upon the merger, each share of common stock, without par value, of Lift-Tech International, Inc. which is issued and outstanding shall be deemed cancelled.
(b) Upon the merger, each share of common stock, with $100 par value, of Lister Chain and Forge, Inc. which is issued and outstanding shall be deemed cancelled.
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ANNEX A
(c) Upon the merger, each share of common stock, with $.01 par value, of Columbus McKinnon Corporation, which is issued and outstanding shall continue to be one issued and outstanding share of common stock, with $.01 par value, of the Surviving Corporation.
(d) Upon the merger, each share of preferred stock, with $.01 par value, of Columbus McKinnon Corporation which is issued and outstanding shall continue to be one issued and outstanding share of preferred stock, with $.01 par value, of the Surviving Corporation.
5. The merger shall be effective of March 31, 1997.
6. The Certificate of Incorporation of Columbus McKinnon Corporation was filed in the Department of State on September 23, 1929.
7. Lift-Tech International, Inc. was incorporated under the laws of the State of Delaware on January 29, 1991, and its application for authority to do business in the State of New York was filed in the Department of State on February 26, 1991.
8. Lister Chain and Forge, Inc. was incorporated under the laws of the State of Washington on June 20, 1988, and has not engaged in any business activity in New York.
9. The Agreement and Plan of Merger was adopted by unanimous written consent of the board of directors of Columbus McKinnon Corporation, the parent corporation.
IN WITNESS WHEREOF, this certificate has been signed on the 27TH day of March, 1997 and the statements contained therein are affirmed as true under penalties of perjury.
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ANNEX A
CERTIFICATE OF MERGER
OF
LIFT-TECH INTERNATIONAL, INC.
AND
LISTER CHAIN AND FORGE, INC.
INTO
COLUMBUS MCKINNON CORPORATION
Under Section 905 of the Business Corporation Law
Pursuant to Section 905 of the Business Corporation Law of the State of New York, the undersigned hereby certifies as follows:
1. (a) The names of each to be merged are Lift-Tech International, Inc., a Delaware corporation, Lister Chain and Forge, Inc., a Washington corporation, and Columbus McKinnon Corporation, a New York corporation.
(b) The name under which Lift-Tech International, Inc. was formed is Fieldston Acquisition, Inc.
(c) The name under which Columbus McKinnon Corporation was formed is Columbus McKinnon Chain Co., Inc.
2. Columbus McKinnon Corporation shall be the surviving corporation (“Surviving Corporation”).
3. The designation and number of outstanding shares of each class of each corporation to be merged and the number of such shares of each class. If any, owned by the Surviving Corporation are as follows:
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4. (a) Upon the merger, each share of common stock, without par value, of Lift-Tech International, Inc. which is issued and outstanding shall be deemed cancelled.
(b) Upon the merger, each share of common stock, with $100 par value, of Lister Chain and Forge, Inc. which is issued and outstanding shall be deemed cancelled.
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ANNEX A
(c) Upon the merger, each share of common stock, with $.01 par value, of Columbus McKinnon Corporation, which is issued and outstanding shall continue to be one issued and outstanding share of common stock, with $.01 par value, of the Surviving Corporation.
(d) Upon the merger, each share of preferred stock, with $.01 par value, of Columbus McKinnon Corporation which is issued and outstanding shall continue to be one issued and outstanding share of preferred stock, with $.01 par value, of the Surviving Corporation.
5. The merger shall be effective of March 31, 1997.
6. The Certificate of Incorporation of Columbus McKinnon Corporation was filed in the Department of State on September 23, 1929.
7. Lift-Tech International, Inc. was incorporated under the laws of the State of Delaware on January 29, 1991, and its application for authority to do business in the State of New York was filed in the Department of State on February 26, 1991.
8. Lister Chain and Forge, Inc. was incorporated under the laws of the State of Washington on June 20, 1988, and has not engaged in any business activity in New York.
9. The Agreement and Plan of Merger was adopted by unanimous written consent of the board of directors of Columbus McKinnon Corporation, the parent corporation.
IN WITNESS WHEREOF, this certificate has been signed on the 27TH day of March, 1997 and the statements contained therein are affirmed as true under penalties of perjury.
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ANNEX A
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
COLUMBUS MCKINNON CORPORATION
(Under Section 805 of the Business Corporation Law)
The undersigned, Herbert P. Ladds, Jr. and Lois H. Demler, being respectively the President and Secretary of COLUMBUS McKINNON CORPORATION, hereby certify as follows:
1. The name of the Corporation is COLUMBUS McKINNON CORPORATION. The name under which the Corporation was formed is COLUMBUS McKINNON CHAIN CO., INC.
2. The original Certificate of Incorporation of the Corporation was filed by the Department of State on September 23, 1929.
3. As authorized by paragraph FOURTH of the Certificate of Incorporation, the Board of Directors of the Corporation has authorized the issuance of 250,000 shares of a series of preferred stock of the Corporation entitled “Series A Junior Participating Preferred Stock” and has adopted resolutions providing for the issuance of such series, including the number, designation and relative rights, preferences and limitations of the shares of such series.
4. The Certificate of Incorporation is hereby amended by the addition of the following paragraph NINTH setting forth, in full, the number, designation, relative rights, preferences and limitations of the foregoing series of preferred stock of the Corporation:
“NINTHSeries A Junior Participating Preferred Stock.
Section 1.Number and Designation. There is hereby authorized for issuance as a series of the Corporation’s preferred stock, par value $1.00 per share, two hundred fifty thousand (250,000) shares to be designated as “Series A Junior Participating Preferred Stock”.
Section 2.Dividends, Distributions.
(a) Subject to the prior and superior rights of the holders of shares of any other class of capital stock not by its terms ranking on a parity with, or junior to, the Series A Junior Participating Preferred Stock with respect to dividends, the holders of Series A Junior Participating Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the assets of the Corporation legally available therefor, quarterly dividends payable in cash in an amount per whole share of Series A Junior Participating Preferred Stockequal to the greater of (1) 10% of the Purchase Price (the “Purchase Price”), as adjusted, per unit of one one-hundredth of a share of Series A Junior Participating Preferred Stock set forth in the Rights Agreement (the “Rights Agreement”) between the Corporation and American Stock
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ANNEX A
Transfer & Trust Company, as Rights Agent, dated as October 25, 1997 (so that, for example, if the Purchase Price, as adjusted, were $80.00, the quarterly dividend amount per whole share of Series A Junior Participating Preferred Stock would be $8.00), and (2) dividends payable in cash on the payment date for each cash dividend (if any) declared on the Common Shares in an amount per whole share (rounded to the nearest cent) equal to the Formula Number then in effect times the cash dividends then to be paid on each outstanding Common Share, payable on the date declared by the Board of Directors for the payment of quarterly dividends on each of the outstanding Common Shares, but in no event later than the fifteenth day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series A Junior Participating Preferred Stock, since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Shares payable in assets, securities or other forms of noncash consideration (other than dividends or distributions payable solely in Common Shares), then, in each such case, the Company shall simultaneously pay or make on each outstanding share of Series A Junior Participating Preferred Stock a dividend or distribution in like kind, of the Formula Number then in effect times such dividend or distribution on each of the Common Shares. As used herein, the “Formula Number” shall be 100; provided, however, that if at any time after October 25, 1997, the Corporation shall (i) declare or pay any dividend on the Common Shares payable in Common Shares or make any distribution on the Common Shares payable in Common Shares, (ii) subdivide (by a stock split or otherwise) the outstanding Common Shares into a larger number of Common Shares or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Shares into a smaller number of Common Shares, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of Common Shares that are outstanding immediately after such event and the denominator of which is the number of shares that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that if at any time after October 25, 1997, the Corporation shall issue any shares of its capital stock in a reclassification or change of the outstanding Common Shares (including any such reclassification or change in connection with a merger in which the Corporation is the surviving corporation), then in such event the Formula Number shall be appropriately adjusted to reflect such reclassification or change.
(b) The Board of Directors shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph 2(a) immediately prior to or at the same time it declares a dividend or distribution on the Common Shares (other than a dividend or distribution payable solely in Common Shares). The Board of Directors may fix a record date for the determination of holders of Series A Junior Participating Preferred Stock entitled to receive a dividend or distribution declared thereon, which record date shall be the same as the record date for any corresponding dividend or distribution on the Common Shares.
(c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from and after the Quarterly Dividend Payment
| A-12 | 2022 PROXY STATEMENT | |
ANNEX A
Date next preceding the date of original issue of such Series A Junior Participating Preferred Stock; provided, however, that dividends on such shares which are originally issued after the record date for the determination of holders of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and on or prior to the next succeeding Quarterly Dividend Payment Date shall begin to accrue and be cumulative from and after such Quarterly Dividend Payment Date.Notwithstanding the foregoing, dividends on shares of Series A Junior Participating Preferred Stock which are originally issued prior to the record date for the first Quarterly Dividend Payment, shall be calculated as if cumulative from and after the date (if any) declared by the Board of Directors for the payment of the quarterly dividend on the outstanding Common Shares, but in no event later than the fifteenth day of March, June, September and December, as the case may be, next preceding the date of original issuance of such shares. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.
(d) So long as any shares of Series A Junior Participating Preferred Stock are outstanding, no dividends or other distributions shall be declared, paid or distributed, or set aside for payment or distribution, on the Common Shares unless, in each case, the dividend required by this Section 2 to be declared on the shares of Series A Junior Participating Preferred Stock shall have been declared, paid or distributed.
(e) The holders of shares of Series A Junior Participating Preferred Stock shall not be entitled to receive any dividends or other distributions except as provided herein.
Section 3. Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:
(a) Each holder of shares of Series A Junior Participating Preferred Stock shall be entitled to a number of votes equal to the Formula Number then in effect for each share of Series A Junior Participating Preferred Stock held of record on all matters on which holders of the Common Shares or shareholders generally are entitled to vote.
(b) Except as otherwise provided herein or by applicable law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of Common Shares and any other class or series of voting stock shall vote together as one class for the election of directors of the Corporation and on all other matters submitted to a vote of shareholders of the Corporation.
(c) Except as provided herein, in Section 10 of this paragraph NINTH or by applicable law, holders of shares of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Shares and any other class or series of voting stock as set forth herein) for authorizing or taking any corporate action.
| 2022 PROXY STATEMENT | A-13 |
ANNEX A
Section 4.Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 of this paragraph NINTH are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(1) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;
(2) declare or pay dividends on or make any other distributions on any shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(3) redeem or purchase or otherwise acquire for consideration any shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire any of such parity shares in exchange for any shares of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or
(4) purchase or otherwise acquire for consideration any Series A Junior Participating Preferred Stock, or any shares ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Section 5.Liquidation Rights. Upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, no distribution shall be made (a) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution, or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to the accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) 50% of the Purchase Price per unit of
| A-14 | 2022 PROXY STATEMENT | |
ANNEX A
one one-hundredth of a share of Series A Junior Participating Preferred Stock (so that if, for example, the Purchase Price is $80.00, the liquidation amount would be $40.00 per wholeshare), or (2) an aggregate amount per share equal to the Formula Number then in effect times the aggregate amount to be distributed per share to holders of Common Shares, or (b) to the holders of shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except distributions made ratably on the Series A Junior Participating Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.
Section 6.Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the then outstanding shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the Formula Number then in effect times the aggregate amount of stock, securities, cash or any other property (payable in kind), as the case may be, into which or for which each of the Common Shares is exchanged or changed.
Section 7.No Redemption.; No Sinking Fund.
(a) The shares of Series A Junior Participating Preferred Stock shall not be subject to redemption by the Corporation or at the option of any holder of Series A Junior Participating Preferred Stock; provided, however, that the Corporation may purchase or otherwise acquire outstanding shares of Series A Junior Participating Preferred Stock in the open market or by offer to any holder or holders of shares of Series A Junior Participating Preferred Stock.
(b) The Series A Junior Participating Preferred Stock shall not be subject to or entitled to the operation of a retirement or sinking fund.
Section 8.Fractional Shares. The Series A Junior Participating Preferred Stock shall be issuable upon exercise of the Rights issued pursuant to the Rights Agreement in whole shares or in any fraction of a share that is one one-hundredth (1/100th) of a share or any integral multiple of such fraction. At the election of the Corporation prior to the first issuance of a share or a fraction of a share of Series A Junior Participating Preferred Stock, either (1) certificates may be issued to evidence any such authorized fraction of a share of Series A Junior Participating Preferred Stock, or (2) any such authorized fraction of a share of Series A Junior Participating Preferred Stock may be evidenced by depositary receipts pursuant to an appropriate agreement between the Corporation and a depositary selected by the Corporation provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of shares of Series A Junior Participating Preferred Stock.
Section 9.Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued Preferred Shares, without designation as to series
| 2022 PROXY STATEMENT | A-15 |
ANNEX A
until such shares are once more designated as part of a particular series by the Board of Directors pursuant to the provisions of the Certificate of Incorporation.
Section 10.Amendment. None of the relative rights, preferences and limitations of the Series A Junior Participating Preferred Stock as provided in this paragraph NINTH or elsewhere in this Certificate of Incorporation shall be amended in any manner which would alter or change the relative rights, preferences and limitations of the holders of shares of Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least 66-2/3% of the outstanding shares of Series A Junior Participating Preferred Stock, voting as though such series were a separate class.”
5. The foregoing Amendment to the Certificate of Incorporation of the Corporation was authorized by resolution of the Board of Directors of the Corporation at a meeting thereof duly held on October 25, 1997, in accordance with the authority vested in the Board of Directors by paragraph FOURTH of the Certificate of Incorporation.
IN WITNESS WHEREOF, the undersigned have subscribed this Certificate of Amendment to the Certificate of Incorporation of the Corporation and affirm the statements herein contained as true under penalties of perjury this 25th day of October, 1997.
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ANNEX A
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
of
COLUMBUS MCKINNON CORPORATION
(Under Section 805 of the Business Corporation Law)
The undersigned, Timothy R. Harvey, Corporate Secretary of Columbus McKinnon Corporation, a New York corporation (the “Corporation”), hereby certifies as follows:
1. The name of the Corporation is COLUMBUS MCKINNON CORPORATION. The name under which the Corporation was formed is COLUMBUS MCKINNON CHAIN CO., INC.
2. The original Certificate of Incorporation of the Corporation was filed by the Department of State on September 23, 1929.
3. The amendment of the Certificate of Incorporation effected by this Certificate of Amendment is to eliminate the series of preferred shares, par value $1.00 per share, of the Corporation entitled the “Series A Junior Participating Preferred Stock”, none of which shares of such series are outstanding and none of which shares of such series will be issued subject to the Certificate of Incorporation. This Certificate of Amendment constitutes a series elimination. It does not change the number of authorized preferred shares under Article FOURTH of the Certificate of Incorporation.
4. When this Certificate of Amendment becomes accepted for filing, it shall have the effect of eliminating from the Certificate of Incorporation all matters set forth therein with respect to the Series A Junior Participating Preferred Stock. In furtherance thereof, Article NINTH of the Certificate of Incorporation, relating to the Series A Junior Participating Preferred Stock, is hereby stricken out in its entirety, without substituting a new Article in lieu thereof.
5. Following the elimination of the 250,000 shares of Series A Junior Participating Preferred Stock, the Board of Directors of the Corporation shall continue to be authorized to issue up to 1,000,000 preferred shares, par value $1.00 per share, under Article FOURTH of the Certificate of Incorporation.
6. The Board of Directors of the Corporation authorized the amendment of the Certificate of Incorporation under the authority vested in said Board under the provisions of the Certificate of Incorporation and of Section 502 of the Business Corporation Law.
IN WITNESS WHEREOF, the undersigned has subscribed this Certificate of Amendment to the Certificate of Incorporation of the Corporation and affirm the statements herein contained as true under penalties of perjury this 24th day of January 2008.
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
Executive Compensation Policies and PracticesCERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
of
COLUMBUS MCKINNON CORPORATION
(under Section 805 of the Business Corporation Law)
In administering
The undersigned, Timothy R. Harvey, Corporate Secretary, of Columbus McKinnon Corporation, a New York corporation (the “Corporation”), hereby certifies as follows:
1. The name of the compensation program,Corporation is COLUMBUS MCKINNON CORPORATION. The name under which the Compensation Committee reliesCorporation was formed is COLUMBUS MCKINNON CHAIN CO., INC
2. The original Certificate of Incorporation was filed by the Department of State on market information provided periodicallySeptember 23, 1929.
3. As authorized by its independent compensation consultant. For evaluating compensation,paragraph FOURTH of the Compensation Committee reviews compensation dataCertificate of Incorporation, the Board of Directors of the Corporation (hereinafter called the “Board”)has authorized the issuance of 50,000 shares of a series of preferred shares of the Corporation entitled “Series A Junior Participating Preferred Shares” and has adopted resolutions providing for industrial companiesthe issuance of comparable size, which reflectsuch series, including the typesnumber, designation and relative rights, preferences and limitations of companies with which we competethe shares of such series.
4. The Certificate of Incorporation is hereby amended by the addition of the following paragraph NINTH setting forth, in full, the number, designation, relative rights, preferences arid limitations of the foregoing series of preferred shares of the Corporation:
NINTH: SERIES A JUNIOR PARTICIPATING PREFERRED SHARES
Section 1.Designation and Amount. There is hereby authorized for talent. Here, we useissuance a broader industrial market reference becauseseries of preferred shares, par value $1.00 per share (the “Preferred Shares”). The shares of such series shall be designated as “Series A Junior Participating Preferred Shares” (the “Series A Preferred Shares”)and the number of direct product and service market competitors is limited. Manyshares constituting the Series A Preferred Shares shall be 50,000. Such number of shares may be increased or decreased by resolution of the companiesBoard;provided, that provide similar productsno decrease shall reduce the number of Series A Preferred Shares to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Shares.
Section 2.Dividends and services are either privately held, headquartered overseas, or part of a largerDistributions.
enterprise; therefore, executive compensation data may be either unavailable or of limited applicability(A) Subject 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 we consider to be primary competitors for talentprior and capital. The peers consist of industrial companies of comparable size to us (generally one-half to twice our size in terms of revenue), which typically have significant associate populations in manufacturing, product engineering and sales. The compensation peer group for fiscal 2021 consistedsuperior rights of the following 22 companies:holders of any shares of any class or series of stock of this Corporation ranking prior
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The compensation consultant reviewed the market data for the peer group with members of management and the CEO to obtain their views on the relative value of each position and differences in responsibilities between our jobs and those in the comparator groups. In addition, we also consider data from compensation surveys published by leading compensation consultants and advisory firms including Mercer and Willis Towers Watson.
The survey analysis targets companies of comparable size in the manufacturing sector, supplemented with general industry data as needed. The analysis of both the peer group and published surveys includes review of target and actual base salary, annual bonus, long-term compensation and total compensation.
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 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
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
pay mix basedand superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares, in preference to the holders of common shares, par value $0.01 per share (the “Common Shares”), of the Corporation, and of any other stock ranking junior to the Series A Preferred Shares, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the performancefirst day of our CompanyMarch, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Series A Preferred Share or fraction of a Series A Preferred Share, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in Common Shares or a subdivision of the individual. Peer company practices will continueoutstanding Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Series A Preferred Share or fraction of a Series A Preferred Share. In the event the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision, combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (ii) of the preceding sentence shall 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,adjusted by multiplying such amount by a fraction, the numerator of which may differ from peer company practices and
circumstances. We believeis the current target pay mix achieves several important objectives: it supports a strong pay-for-performance culture; it balances the focus on annual and long-term objectives in supportnumber of our business strategy; it satisfies the need for flexibility to motivate and reward exceptional performance.
The following table shows the dollar values and pay mix percentages of our fiscal 2021 target direct pay opportunities for our NEOs:
Executive Officer(1) | Base Salary | Annual Target Opportunity | Total Cash Compensation Opportunity | Long-Term Incentive Target Opportunity ($) | Total Target Pay Opportunity | ||||||||||||||||||||
David J. Wilson | 750,000 | 375,000 | 1,125,000 | 1,800,000 | 2,925,000 | ||||||||||||||||||||
President and Chief Executive Officer | 25% | 13% | 38% | 62% | 100% | ||||||||||||||||||||
Gregory P. Rustowicz | 415,403 | 135,006 | 550,409 | 498,484 | 1,048,893 | ||||||||||||||||||||
Vice President Finance and Chief Financial Officer | 39% | 13% | 52% | 48% | 100% | ||||||||||||||||||||
Peter M. McCormick | 373,320 | 93,330 | 466,650 | 373,320 | 839,970 | ||||||||||||||||||||
Vice President—Crane Solutions | 45% | 10% | 55% | 45% | 100% | ||||||||||||||||||||
Kurt F. Wozniak | 355,103 | 97,653 | 452,756 | 355,103 | 807,859 | ||||||||||||||||||||
Vice President—Industrial Products | 44% | 12% | 56% | 44% | 100% | ||||||||||||||||||||
Alan S. Korman | 357,958 | 98,439 | 456,397 | 322,162 | 778,559 | ||||||||||||||||||||
Vice President Corporate Development, General Counsel and CHRO | 46% | 13% | 59% | 41% | 100% | ||||||||||||||||||||
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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 incentivesCommon Shares outstanding immediately after such event and the expected valuedenominator of long-term incentives (determined at grant) for an executive officer. Awards are generally prorated ifwhich is the number of Common Shares that were outstanding immediately prior to such event.
(B) The Corporation shall declare a NEO is promoteddividend or distribution on the Series A Preferred Shares as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Common Shares); provided that, in the event no dividend or distribution shall have been declared on the Common Shares during the year, basedperiod between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the timing ofSeries A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the promotion. The Compensation Committee may also considerQuarterly Dividend
salary increase history, past incentive 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 and PSU grant, initial 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
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
elementPayment Date next preceding the date of compensation, as well as total compensation for executive officers, are made byissue of such shares, unless the Compensation Committee or the Board. Our Compensation Committeedate of issue of such shares is comprised entirely of
independent directors, and our CEO does not participate in discussions related to his compensation when presentedprior to the Board.
record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and beforesuch Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than sixty (60) days prior to the date fixed for the payment thereof.
Section 3.Voting Rights. The Compensation Committee’s Positionholders of Series A Preferred Shares shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each Series A Preferred Share shall entitle the holder thereof to 1,000 votes on Compensation and Excessive Risk
In establishing the structure and levels of executive compensation, the Compensation Committee has been mindfulall matters submitted to a vote of the potential for risk takingstockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision, combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by managementpayment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the number of votes per share to achieve certain target or above target incentives. The Compensation Committee has soughtwhich holders of Series A Preferred Shares were entitled immediately prior to balance fixed and variable compensation, short-term and long-term compensation,such event shall be adjusted by multiplying such number by a fraction, the performance metrics used in determining incentive compensationnumerator of which is the number of Common Shares outstanding immediately after such event and the leveldenominator of which is the number of Common Shares that were outstanding immediately prior to such event.
in-service(B) Except as otherwise provided herein, in any other Certificate of Amendment creating a series of Preferred Shares or any similar stock, or by law, the holders of Series A Preferred Shares and post-retirement benefitsthe holders of Common Shares and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to mitigate unnecessarya vote of shareholders of the Corporation.
(C) Except as set forth herein, or excessive risk taking.
Additionally, the Company has adopted policiesas otherwise provided by law, holders of Series A Preferred Shares shall have no special voting rights and programs, which encourage managementtheir consent shall not to take excessive risks including:
Base salary provides a fixed amount of compensation appropriate to attract and retain key executives and to underpin the cyclic nature 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 adjustmentsrequired (except to the CEO’s and CFO’s salaries to the Board and approves adjustments for other NEOs. Salary adjustmentsextent they 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 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 a formal 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 and sound corporate governance, form a part of the basis of the Compensation Committee’s decision to approve, at its discretion, or recommend to the Board for the CEO and CFO, future adjustments in base salaries of our executive officers.
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
Base salaries wereentitled to vote with holders of Common Shares as set forth herein) for taking any corporate action.
Section 4.Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not adjusteddeclared, on Series A Preferred Shares outstanding shall have been paid in 2020 duefull, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the COVID-19 pandemic:
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Annual Incentive PlanSeries A Preferred Shares;
(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, except dividends paid ratably on the Series A Preferred Shares and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
The purpose(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Annual Incentive Plan isCorporation ranking junior (both as to attract, motivate, rewarddividends and retain highly qualified executivesupon dissolution, liquidation or winding up) to the Series A Preferred Shares; or
(iv) redeem or purchase or otherwise acquire for consideration any Series A Preferred Shares, or any shares of stock ranking on a competitive basis and provide financial incentives that promote Company success.
Atparity with the beginningSeries A Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of each fiscal year, our Compensation Committee recommends, and ourDirectors) to all holders of such shares upon such terms as the Board 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 to establish targeted performance levels for each Driver at the
beginning of the fiscal year or the startDirectors, after consideration 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’s assessment of our priorities, outlook, current and projected economic conditionsannual dividend rates and other pertinent factors,relative rights and are intended to be challenging, but achievable with significantpreferences of the respective series and effective effort.
The Board reviews audited year-end results toclasses, shall determine whether targeted performance levels have been met.in good faith will result in fair and equitable treatment among the respective series or classes.
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
(B) The Board retains discretionCorporation shall not permit any subsidiary of the Corporation to cap, reduce,purchase or eliminate paymentsotherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any Series A Preferred Shares purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued Preferred Shares and may be reissued as part of a new series of Preferred Shares subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, as amended, or in any other Certificate of Amendment creating a series of Preferred Shares or any similar stock or as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up.
(A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares unless, prior thereto, the holders of Series A Preferred Shares shall have received an amount per share (the “Series A Liquidation Preference”)equal to $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of Series A Preferred Shares shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Shares, or (ii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, except distributions made ratably on the Series A Preferred Shares and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision, combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the aggregate amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under the Annual Incentive Plan. The Board also determinesproviso in clause (i) of the weighting topreceding sentence shall be assigned to each Driver. For most Drivers, goals are set at threshold, target and maximum levels. Payouts for these Drivers are determined
adjusted by multiplying such amount by a fraction the appropriate weighting bynumerator of which is the percentages outlined in the table below; linear interpolation is used to determine percentages when performance falls between levels. The aggregate payout to any NEO may not exceed 200%number of target.
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Fiscal 2021 Annual Incentive Plan Design
The Annual Incentive Plan (“AIP”) for fiscal 2021 was designed to help us focus on increasing profitability while managing our strategic priorities to position the Company for longer-term profitable growth. For fiscal 2021, forty percent (40%) of our NEOs’ target was based on EBIT at the consolidated level, forty percent (40%) was based on consolidated Free Cash Flow (which we define
as cash flow from operations less capital expenditures) and twenty percent (20%) was Strategic Goals. Drivers and associated weightings for fiscal 2021, which were established by the Board for each executive officer, are shown below. Lastly, no AIP will be earned unless Consolidated EBIT is positive.
Financial Measures and Weights—80% of Plan and Strategic Goals—20% of Plan
Fiscal 2021 drivers (April 1, 2020 to March 31, 2021) | Richard H. Fleming | David J. Wilson | Gregory P. Rustowicz | Peter M. McCormick | Kurt F. Wozniak | Alan S. Korman | ||||||||||||||||||||||||
Consolidated EBIT | — | 40 | % | 40 | % | — | — | 40 | % | |||||||||||||||||||||
Industrial Products EBIT | — | — | — | — | 40 | % | — | |||||||||||||||||||||||
Crane Solutions Group EBIT | — | — | — | 40 | % | — | — | |||||||||||||||||||||||
Consolidated Free Cash Flow | — | 40 | % | 40 | % | 40 | % | 40 | % | 40 | % | |||||||||||||||||||
Strategic Goals (Key Business Objectives) | — | 20 | % | 20 | % | 20 | % | 20 | % | 20 | % | |||||||||||||||||||
The fiscal year 2021 financial targets, performance achieved as a percent of target,Common Shares outstanding immediately after such event and the fiscal year 2021 payout percentages under each Driverdenominator of which is the number of Common Shares that are shown below:outstanding immediately prior to such event.
| Fiscal 2021 Annual Incentive Plan— EBIT and Free Cash Flow (Dollars in Millions) | ||||||||||
Fiscal 2021 Drivers (April 1, 2020—March 31, 2021) | Threshold ($) | Target ($) | Maximum ($) | Result ($) | Fiscal 2021 Performance % of Target | |||||
Consolidated EBIT(1) | 38.3 | 45.0 | 51.8 | 48.9 | 157% | |||||
Industrial Products EBIT(1) | 45.1 | 53.1 | 61.1 | 48.8 | 73% | |||||
Crane Solutions Group EBIT(1) | 21.7 | 25.5 | 29.3 | 28.3 | 174% | |||||
Consolidated Free Cash Flow(1) | 32.4 | 36.0 | 39.6 | 86.6 | 200% | |||||
Strategic Goals (Key Business Objectives)(2) | 0% to 200% | 180% | ||||||||
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
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Annual incentive targets, strategic(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and overall achievement percentages, as wellthe liquidation preferences of all other classes and series of stock ofthe Corporation, if any, that rank on a parity with the Series A Preferred Shares in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Shares and the holders of such parity shares in proportion to their respective liquidation preferences.
(C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation; dissolution or winding up of the Corporation within the meaning of thisSection 6.
Section 7.Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each Series A Preferred Share shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the overall incentivecase may be, into which or for which each Common Share is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision, combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of Series A Preferred Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.
Section 8.No Redemption. The Series A Preferred Shares shall not be redeemable by the Corporation.
Section 9.Rank. The Series A Preferred Shares shall rank, with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, junior to all series of any other class of the Corporation’s Preferred Shares, except to the extent that any such other series specifically provides that it shall rank on a parity with or junior to the Series A Preferred Shares.
Section 10.Amendment. At any time any Series A Preferred Shares are outstanding, the Certificate of Incorporation of the Corporation, as amended, shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Shares so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding Series A Preferred Shares, voting separately as a percentage of base salary awarded for fiscal 2021 are shown below:single class.
Executive Officer | Annual Incentive Plan Target for Fiscal 2021 (% of Base | Overall Annual Adjusted | Actual Payout Based on Performance Achieved (% of Base Salary) | ||||||||||||
Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer | — | — | — | ||||||||||||
David J. Wilson President and Chief Executive Officer | 50% | 183% | 91% | ||||||||||||
Gregory P. Rustowicz Vice President Finance and Chief Financial Officer | 33% | 183% | 59% | ||||||||||||
Peter M. McCormick Vice President—Crane Solutions | 25% | 180% | 45% | ||||||||||||
Kurt F. Wozniak Vice President—Industrial Products | 28% | 139% | 38% | ||||||||||||
Alan S. Korman Vice President Corporate Development, General Counsel and CHRO | 28% | 183% | 50% | ||||||||||||
| 2022 PROXY STATEMENT | A-23 |
ANNEX A
Section 11.Fractional Shares. Series A Preferred Shares may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares,to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Preferred Shares.
5. The foregoing Amendment to the Certificate of Incorporation of the Corporation was authorized by a resolution of the Board at a meeting thereof duly held on May 18, 2009, in accordance with the authority vested in the Board by paragraph FOURTH of the Certificate of Incorporation and Section 502 of the Business Corporation Law.
***
| A-24 | 2022 PROXY STATEMENT | |
ANNEX A
IN WITNESS WHEREOF, the undersigned have subscribed this Certificate of Amendment to the Certificate of Incorporation of the Corporation and affirm the statements herein contained as true under penalties of perjury this 18th day of May, 2009.
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
Long-Term Incentive PlanCERTIFICATE OF MERGER
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:STAHL CRANESYSTEMS, INC.
into
COLUMBUS MCKINNON CORPORATION
Under Section 905 of the NEOs’ roles within our Company; and
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In fiscal 2021, the target long-term incentive mix for our NEOs consists1. The name of non-qualified stock options (one-third of target value)each constituent corporation is as follows: Stahl Cranesystems, Inc., restricted stock or RSUs a Delaware corporation (“(one-thirdStahl of target value)”), and PSUs Columbus McKinnon Corporation, a New York corporation. The surviving corporation will be Columbus McKinnon Corporation (the “(one-thirdSurviving Company”). The name under which Stahl was formed is Crane Systems, Inc. The name under which the Surviving Company was formed is Columbus McKinnon Chain Co., Inc.
2. The Certificate of target value). Dollar valuesIncorporation of the Surviving Company was filed bythe Department of State on September 23, 1929.
3. The Certificate of Incorporation of Stahl was filed by the Delaware Secretary of State on December 8, 2005. Stahl has not filed an application for authority to do business in New York.
4. The number of authorized shares of Stahl is one thousand five hundred (1,500) shares of common stock, no par value per share, of which one hundred (100) shares are convertedissued and outstanding, all of which are owned by the Surviving Company. The number of authorized shares of the Surviving Company is (a) fifty million (50,000,000) shares of common stock, $0.01 par value per share, of which twenty-three million forty thousand four hundred twenty-three (23,040,423) shares are issued and outstanding, and (b) one million (1,000,000) shares of preferred stock, $1.00 par value per share, of which zero (0) shares are issued and outstanding. The number of such shares is not subject to change prior to the effective date of the merger.
5. Because Stahl is a wholly-owned subsidiary of the Surviving Company, the currently issued and outstanding one hundred (100) shares of common stock, no par value per share, numbers based on an estimate of expected value at initial grant.Stahl shall, upon filing of this Certificate of Merger, be canceled and no consideration shall be paid in respect thereof.
6. Upon the effective date of the merger, the Certificate of Incorporation of the Surviving Company shall become and shall continue in full force and effect as the Certificate of Incorporation of the Surviving Company.
7. The Agreement and Plan of Merger was adopted by the Board of Directors of the Surviving Company.
8. This merger is permitted by the jurisdiction of incorporation of Stahl and is in compliance therewith.
9. The Agreement and Plan of Merger has not been abandoned.
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
10. The following tables summarize the equity granted as part of the NEOs’ annual compensation for fiscal 2021:
Executive Officer | Target (#) | Options Granted (#) | RSUs Granted (#) | Shares Granted (#) | ||||||||||||
Richard H. Fleming(2) Chairman of the Board and Interim President and Chief Executive Officer | — | — | — | 4,757 | ||||||||||||
David J. Wilson President and Chief Executive Officer | 50,719 | (3) | 62,112 | 60,719 | (3) | — | ||||||||||
Gregory P. Rustowicz Vice President Finance and Chief Financial Officer | 6,573 | 20,667 | 11,573 | (4) | — | |||||||||||
Peter M. McCormick Vice President—Crane Solutions | 4,923 | 15,478 | 4,923 | — | ||||||||||||
Kurt F. Wozniak Vice President—Industrial Products | 4,683 | 14,722 | 4,683 | — | ||||||||||||
Alan S. Korman Vice President Corporate Development, General Counsel & CHRO | 4,248 | 13,357 | 9,248 | (4) | — | |||||||||||
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Stock Options and RSUsmerger shall be effective on April 1, 2018.
Stock options are included to align management and shareholder interest by encouraging decisions and actions that result in long-term stock appreciation and ownership interest for management. In order to support retention and align executives with our stock performance over a longer horizon, grants generally vest 33% per year commencing on the first anniversary of the
grant date and remain exercisable for 10 years from the date of grant.
RSUs are designed to support executive retention and share ownership. In order to support retention and align executives with our stock performance over a longer horizon, RSUs vest 33% annually over the first through third anniversary from the grant date of awards.
Grants of PSUs are made annually, with vesting dependent upon performance achieved against the relevant performance target. With respect to the PSUs that were granted to the NEOs in fiscal 2021, vesting of these PSUs will occur on the
third anniversary of the date of grant based upon the Company’s ROIC performance in fiscal 2023 measured against the relevant ROIC performance targets for fiscal 2023.
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COMPENSATION DISCUSSION AND ANALYSIS
For the PSUs granted in fiscal 2021, these PSUs are subject to vesting based on the performance and payout relationship as illustrated in the table below:
Driver Performance Level | Original Fiscal 2023 ROIC Targets | Adjusted Fiscal 2023 ROIC Targets(1) | Percentage of Award(2) | |||||||||
Maximum ROIC for Fiscal 2023 | 13.5 | % | 11.5 | % | 200 | % | ||||||
Target ROIC for Fiscal 2023 | 11.5 | % | 9.5 | % | 100 | % | ||||||
Threshold ROIC for Fiscal 2023 | 9.5 | % | 7.0 | % | 50 | % | ||||||
Threshold not achieved |
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The PSUs granted in fiscal 2021 are reflected in the Outstanding Equity Awards at Fiscal Year-End table contained in this prospectus. The long-term incentive strategy is designed to support our business strategy and the interests of our shareholders. 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 can be fully deductible for federal income tax purposes. PSUs are expected to qualify as performance-based compensation.
Stock Option Granting Practices
The exercise price for any stock option is equal to the fair market value on the date of grant, which is an average of the high and low price on the date
of grant. The date of grant is the date of the Board meeting at which the award is approved.
Retirement and Deferred Compensation
Retirement benefits provided to eligible U.S.-based NEOs are the same as those provided to our other full-time, salaried U.S.-based associates. Retirement programs are designed to provide a competitive benefit to associates while allowing the Company to manage costs. The Columbus McKinnon Corporation Monthly Retirement Benefit Plan, a qualified defined benefit pension plan (the “CMCO Pension Plan”), provides an annual benefit beginning at age 65 equal to the product of (i) 1% of the participant’s final average earnings (which is generally equal to the higher of (a) the average 12-consecutive month earnings during the last consecutive 60 months prior to retirement or (b) the average 12-consecutive month earnings during any 60-consecutive month period within the last 120 months prior to retirement) plus 0.5% of that part, if any, of final average earnings in excess of social security covered compensation, multiplied by (ii) such participant’s years of credited service, limited to 35 years. Effective March 31, 2012, the CMCO Pension Plan was frozen to new entrants
and to participants with less than 65 combined age and service points. Participants who had attained 65 combined age and service points at March 31, 2012 continued to accrue benefits. Subsequent to this, the CMCO Pension Plan was frozen to all participants as of December 31, 2017.
Magnetek, Inc. maintains the Magnetek Flexcare Plus Retirement Pension Plan (the “Magnetek Pension Plan”), which is a tax-qualified retirement plan designed to provide eligible employees of Magnetek, Inc., including Peter McCormick, one of our NEOs, with retirement benefits. The Magnetek Pension Plan was frozen to new participants as of October 29, 2002 and benefit accruals were frozen as of June 30, 2003. Prior to benefit accruals under the Magnetek Pension Plan being frozen, a participant’s cash balance account was credited with hypothetical compensation credits and interest credits. For further information on pension benefits under the Magnetek Pension Plan, see “—Pension benefits” below.
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COMPENSATION DISCUSSION AND ANALYSIS
On January 1, 2018, we changed our 401(k) to a Safe Harbor 401(k) retirement savings plan covering non-union U.S.-based associates. Associates may now contribute 100% of eligible annual cash compensation, subject to limits set by the Internal Revenue Code. The match is now standard for all associates, with 100% of the first 4% matched and all associates receiving a core contribution of 2% of eligible wages. The 2% core contribution was suspended in May 2020 due to the COVID-19 pandemic, but was reinstated in April 2021.
We maintain an Employee Stock Ownership Plan (the “ESOP”) for the benefit of our U.S.-based, non-union associates including our U.S.-based NEOs. The ESOP is considered a retirement benefit by the Company, in conjunction with its defined benefit pension and 401(k) retirement savings plans. Effective January 1, 2012, the ESOP was closed to new participants. The final ESOP allocation was made on March 31, 2015. All participants are 100% vested and no future contributions will be made to the ESOP.
We maintain a non-qualified deferred compensation plan (the “NQDC Plan”) under which eligible participants (including our directors and U.S.-based NEOs) may elect to defer a portion of their cash compensation. The NQDC Plan offers a Company match and core contributions consistent with the benefits each individual is eligible for in our qualified 401(k) plan for excess contributions above the statutory limit. During fiscal 2021, the Company nonelective contribution under the NQDC Plan equal to 2% of the participant’s eligible compensation in excess of the Section 401(a)(17) contribution limit was suspended due to the COVID-19 pandemic. Employees may defer up to 75% of their base salary and up to 100% of annual short-term and long-term incentive cash compensation. Directors are permitted to defer up to 100% of their annual cash retainer amount. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements.
With the exception of Mr. Wilson, the Company had no employment agreements with its NEOs, but does provide the NEOs with eligibility for
severance benefits under our general severance policy upon delivery of an acceptable release of legal claims.
We have entered into change-in-control agreements with our NEOs and certain other of our officers and associates. The intent of these agreements is to provide executive officers with financial security in the event of a change-in-control to facilitate a transaction which may benefit shareholders but result in job loss to executives. The change-in-control agreements provide for an initial term of one-year, which, absent delivery of notice of termination, is automatically renewed annually for an additional one-year term.
Generally, each of the NEOs is entitled to receive, upon termination of employment within six months preceding or 24 months after a change-in-control of our Company (unless such termination is because of death, disability or for cause), or a NEO terminates his or her
employment for good reason within six months preceding or 24 months after a change-in-control of our Company, (i) a lump sum severance payment up to three times the sum of (a) his or her annual salary and (b) the greater of (1) the annual target incentive under the Annual Incentive Plan in effect on the date of termination and (2) the annual target incentive under the Annual Incentive Plan in effect immediately prior to the change-in-control, (ii) a lump sum payment, in cash, equal to thirty-six (36) times the monthly cost of continued coverage if COBRA is elected under the Company group health plans, (iii) a lump sum payment equal to the actuarial equivalent of the pension payment which he or she would have accrued under our tax-qualified retirement plans had he or she continued to be employed by us for three additional years,
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COMPENSATION DISCUSSION AND ANALYSIS
(iv) unless otherwise provided in an equity award agreement, all options, restricted shares or RSUs and performance shares or PSUs become fully vested and (v) certain other specified payments. The events that trigger a change-in-controlMark D. Morelli, Chief Executive Officer under these agreements include (i) the acquisition of 20% or more of our outstanding common stock by certain persons, (ii) certain changes in the membership of our Board, (iii) certain mergers or consolidations, (iv) certain sales or transfers of substantially all of our assets and (v) the approval by our shareholders of a plan of dissolution or
liquidation. For purposes of the change-in-control agreements, good reason is defined to include (i) a material diminution in position, duties, responsibilities or status as in effect preceding the change in control, (ii) material reduction in annual base salary as in effect on the date of the change in control, (iii) required relocation, (iv) failure by the Company to pay any then-current compensation within specified periods and (v) certain failures by the Company to comply with employment termination procedures.
Tax and Accounting Considerations
We generally do not consider accounting and tax issues in setting compensation levels or in establishing the particular elements of compensation. As discussed below, however, when the Compensation Committee grants awards under our long-term incentive program, the Compensation Committee does consider the accounting for various stock-based incentives under FASB ASC Topic 718 and the tax treatment of such incentive awards under Section 162(m) of the Internal Revenue Code. However, on December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) became law, significantly amending Section 162(m). The Tax Act eliminated the performance-based compensation exception with respect to tax years beginning January 1, 2018, but included a transition rule with respect to compensation that is provided pursuant to a written binding contract in effect on November 2, 2017 and not materially
modified after that date. Accordingly, commencing in 2018, the Company’s tax deduction with regard to compensation of covered employees generally will be limited to $1 million per taxable year for each officer. We will generally seek to preserve the deductibility of performance-based compensation by meeting the requirements of Section 162(m), as amended by the Tax Act, in accordance with the transition rule applicable to binding contract in effect on November 2, 2017, to the extent practicable and in the best interests of the Company and its shareholders. Additionally, Section 409A of the Internal Revenue Code generally imposes a tax on non-qualified deferred compensation arrangements which do not meet guidelines established by regulations under the Internal Revenue Code. The Company’s non-qualified deferred compensation arrangements are intended to comply with Section 409A.
In October 2009, the Compensation Committee adopted a Clawback Policy applicable to our executive officers and certain other associates. Under the policy, in the event of (i) a material restatement of our consolidated financial statements, other than any restatement required pursuant to a change in applicable accounting rules or (ii) a violation of a confidentiality, non-solicitation, non-competition, or similar restrictive covenant or (iii) a covered person engages in willful fraud that causes harm to our Company, (collectively (i), (ii) and (iii) is referred to as “Detrimental Conduct”), which Detrimental
Conduct occurs either during employment with our Company or after such employment terminates for any reason, our Board or the Compensation Committee may, to the extent permitted by law and to the extent it determines that it is in our best interests to do so, in addition to all other remedies available, require reimbursement or payment by the covered person of Any amount (whether in cash or property) paid, payable or realized (including, but not limited to option exercises) under any plan or program providing for incentive compensation, equity compensation or performance-based
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COMPENSATION DISCUSSION AND ANALYSIS
compensation (“Covered Plans”) received by any covered person on or after October 19, 2009 that would not have been received had the consolidated financial statements that are the subject of such restatement been correctly stated (except that the Board or Compensation Committee shall have the right to require reimbursement of the entire amount of any such amount referenced above from any covered person whose fraud or other intentional misconduct, in the Board’s or Compensation Committee’s judgment, alone or with others caused such restatement); and any amount (whether in cash or property) paid, payable or
realized (including, but not limited to, option exercises) by a covered person under a Covered Plan if the Board or Compensation Committee determines that covered person engaged in detrimental conduct even in the absence of a subsequent restatement of our financial statements. The Board or the Compensation Committee has sole and absolute discretion not to take action upon discovery of Detrimental Conduct, and its determination not to take action in any particular instance shall not in any way limit its authority to terminate participation of a covered person in a plan.
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COMPENSATION DISCUSSION AND ANALYSIS
The following table sets forth the cash compensation, as well as certain other compensation earned during the fiscal years ended March 31, 2021, 2020 and 2019, for the Interim President and CEO, CEO, CFO and each of the Company’s three other most highly compensated executive officers who received annual compensation in excess of $100,000:
Name And Principal Position | Fiscal Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total(7) ($) | |||||||||||||||||||||||||||
Richard H. Fleming(7) Chairman of the Board and Interim President and Chief Executive Officer | 2021 | 143,750 | — | 254,079 | — | — | — | 51 | 397,880 | |||||||||||||||||||||||||||
| 2020 | 92,742 | — | — | — | — | — | — | 92,742 | ||||||||||||||||||||||||||||
| 2019 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
David J. Wilson, President and Chief Executive Officer | 2021 | 625,000 | 375,000 | 2,943,078 | 600,002 | 685,650 | — | 343,880 | 5,572,610 | |||||||||||||||||||||||||||
| 2020 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| 2019 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Gregory P. Rustowicz Vice President Finance and Chief Financial Officer | 2021 | 415,403 | 150,000 | 493,481 | 166,163 | 246,845 | 5,111 | 34,651 | 1,511,654 | |||||||||||||||||||||||||||
| 2020 | 415,403 | — | 482,356 | 166,164 | 375,641 | 4,525 | 16,995 | 1,461,085 | ||||||||||||||||||||||||||||
| 2019 | 403,304 | — | 322,624 | 161,323 | 471,866 | 6,368 | 16,983 | 1,382,468 | ||||||||||||||||||||||||||||
Peter M. McCormick Vice President—Crane Solutions | 2021 | 373,320 | 110,000 | 248,907 | 124,443 | 167,770 | — | 15,800 | 1,040,240 | |||||||||||||||||||||||||||
| 2020 | 374,529 | — | 358,874 | 124,424 | 231,682 | 2,003 | 22,753 | 1,114,265 | ||||||||||||||||||||||||||||
| 2019 | 366,000 | — | 219,600 | 109,795 | 340,380 | 24,997 | 15,786 | 1,076,558 | ||||||||||||||||||||||||||||
Kurt F. Wozniak Vice President—Industrial Products | 2021 | 355,103 | 105,000 | 236,772 | 118,365 | 136,011 | 12,043 | 28,757 | 992,051 | |||||||||||||||||||||||||||
| 2020 | 355,103 | — | 391,736 | 118,365 | 240,461 | 55,624 | 17,073 | 1,178,362 | ||||||||||||||||||||||||||||
| 2019 | 338,193 | — | 202,915 | 101,456 | 372,012 | 13,221 | 16,809 | 1,044,606 | ||||||||||||||||||||||||||||
Alan S. Korman Vice President Corporate Development General Counsel & CHRO | 2021 | 357,958 | 100,000 | 375,929 | 107,390 | 179,985 | 4,574 | 6,511 | 1,132,347 | |||||||||||||||||||||||||||
| 2020 | 357,958 | — | 364,816 | 107,384 | 273,895 | 3,682 | 8,642 | 1,116,377 | ||||||||||||||||||||||||||||
| 2019 | 340,912 | — | 204,518 | 102,270 | 365,628 | 1,925 | 7,228 | 1,022,481 | ||||||||||||||||||||||||||||
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COMPENSATION DISCUSSION AND ANALYSIS
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COMPENSATION DISCUSSION AND ANALYSISANNEX A
GrantsCERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
COLUMBUS MCKINNON CORPORATION
(Under Section 805 of Plan-Based Awardsthe Business Corporation Law)
The following table setsundersigned, Alan S. Korman, Vice President—Corporate Development, General Counsel and CHRO of Columbus McKinnon Corporation, a New York corporation (the “CORPORATION”), hereby certifies as follows:
1. The name of the Corporation is COLUMBUS MCKINNON CORPORATION. The name under which the Corporation was formed is COLUMBUS MCKINNON CHAIN CO., INC.
2. The original Certificate of Incorporation of the Corporation was filed by the Department of State on September 23, 1929.
3. The amendment of the Certificate of Incorporation effected by this Certificate of Amendment is to eliminate the series of preferred shares, par value $1.00 per share, of Columbus McKinnon Corporation (the “Corporation”) entitled the “Series A Junior Participating Preferred Shares”, none of which shares of such series are outstanding and none of which shares of such series will be issued subject to the Certificate of Incorporation. This Certificate of Amendment constitutes a series elimination. It does not change the number of authorized preferred shares under Article FOURTH of the Certificate of Incorporation.
4. When this Certificate of Amendment becomes accepted for filing, it shall have the effect of eliminating from the Certificate of Incorporation all matters set forth informationtherein with respect to plan-based awards granted in fiscal 2021the Series A Junior Participating Preferred Shares. In furtherance thereof, Article NINTH of the Certificate of Incorporation, relating to the NEOsSeries A Junior Participating Preferred Shares, is hereby stricken out in its entirety, without substituting a new Article in lieu thereof.
5. Following the summary compensation table, including awardselimination of the 50,000 shares of Series A Junior Participating Preferred Shares, the Board of Directors of the Corporation shall continue to be authorized to issue up to 1,000,000 preferred shares, par value $1.00 per share, under Article FOURTH of the Certificate of Incorporation.
6. The Board of Directors of the Corporation authorized the amendment of the Certificate of Incorporation under the Annual Incentive Plan,authority vested in said Board under the provisions of the Certificate of Incorporation and equity awards of stock options, PSUs and RSUs:Section 502 of the Business Corporation Law.
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| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Awards: Number of | All Other Option Securities | Exercise or Base Price Awards(4) ($/Sh) | Grant Date Fair Value of ($) | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||||
Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer |
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|
|
|
|
|
|
|
|
|
|
| 1,500 | (7) |
|
|
|
|
|
| 49,980 | ||||||||||||||||||||||||||||
| 7/20/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,801 | (8) |
|
|
|
|
|
| 60,009 | ||||||||||||||||||||||||||||
David J. Wilson President and Chief Executive Officer |
|
|
| 187,500 | 375,000 | 750,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 6/1/2020 |
|
|
|
|
|
|
|
|
| 25,360 | 50,719 | 101,438 |
|
|
|
|
|
|
|
|
| 1,339,489 | |||||||||||||||||||||||||||||||||
| 6/1/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 22,719 | (9) |
|
|
|
|
|
| 600,009 | ||||||||||||||||||||||||||||
| 6/1/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 38,000 | (11) |
|
|
|
|
|
| 1,003,580 | ||||||||||||||||||||||||||||
| 6/1/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 62,112 | (10) | 30.29 | 600,002 | ||||||||||||||||||||||||||||||
Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
|
|
| 67,503 | 135,006 | 270,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
| 3,287 | 6,573 | 13,146 |
|
|
|
|
|
|
|
|
| 166,165 | |||||||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6,573 | (9) |
|
|
|
|
|
| 166,165 | ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 20,667 | (10) | 25.52 | 166,162 | ||||||||||||||||||||||||||||||
| 7/20/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,000 | (12) |
|
|
|
|
|
| 161,150 | ||||||||||||||||||||||||||||
Peter M. McCormick Vice President— Crane Solutions |
|
|
| 46,665 | 93,330 | 186,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
| 2,462 | 4,923 | 9,846 |
|
|
|
|
|
|
|
|
| 124,453 | |||||||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,923 | (9) |
|
|
|
|
|
| 124,453 | ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15,478 | (10) | 25.52 | 124,443 | ||||||||||||||||||||||||||||||
Kurt F. Wozniak Vice President— Industrial Products |
|
|
| 48,827 | 97,653 | 195,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
| 2,342 | 4,683 | 9,366 |
|
|
|
|
|
|
|
|
| 118,386 | |||||||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,683 | (9) |
|
|
|
|
|
| 118,386 | ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 14,722 | (10) | 25.52 | 118,365 | ||||||||||||||||||||||||||||||
Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
|
|
| 49,220 | 98,439 | 196,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
| 2,124 | 4,248 | 8,496 |
|
|
|
|
|
|
|
|
| 107,389 | |||||||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,248 | (9) |
|
|
|
|
|
| 107,389 | ||||||||||||||||||||||||||||
| 5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,357 | (10) | 25.52 | 107,390 | ||||||||||||||||||||||||||||||
| 7/20/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,000 | (12) |
|
|
|
|
|
| 161,150 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| | |
COMPENSATION DISCUSSION AND ANALYSISANNEX A
IN WITNESS WHEREOF, the undersigned has subscribed this Certificate of Amendment of the Certificate of Incorporation of the Corporation and affirm the statements herein contained as true under penalties of perjury this 29th day of March, 2018.
|
|
|
|
|
| |
COMPENSATION DISCUSSION AND ANALYSISANNEX A
Outstanding Equity Awards at FiscalRESTATED CERTIFICATE OF INCORPORATION
OF
COLUMBUS MCKINNON CORPORATION
UNDER SECTION 807 OF THE BUSINESS CORPORATION LAW
The undersigned, David J. Wilson and Alan S. Korman, the President and Secretary, respectively, of Columbus McKinnon Corporation, hereby certify:
1. The name of the corporation is Columbus McKinnon Corporation. The name under which the corporation was originally formed is Columbus McKinnon Chain Co., Inc.
2. The original Certificate of Incorporation was filed by the Department of State of the State of New York on September 23, 1929.
3. The Certificate of Incorporation, as previously amended and restated, is hereby further amended as follows:
a. To amend the provisions contained in Article EIGHTH of the Certificate of Incorporation removing the restrictions on the number of directors constituting the Board of Directors. To effect the foregoing amendment, Article EIGHTH is hereby amended and restated to read in its entirety as follows:
“EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have concurrent power with the shareholders to adopt, amend or repeal the Year-EndBy-laws of the corporation by such vote of the directors as is set forth in the By-laws but in no event by less than a majority of the entire Board of Directors (inclusive of vacancies).
The following table sets forth information with respectnumber of directors shall be fixed solely by the affirmative vote of a majority of the directors then in office.
A director may be removed at any time for cause by a majority vote of the directors then in office.”
4. The text of the Certificate of Incorporation, as amended heretofore, is hereby restated, as further amended herein, to read in its entirety as follows:
FIRST: The name of the NEOs namedcorporation is Columbus McKinnon Corporation.
SECOND: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the summary compensation table relatingBusiness Corporation Law, provided that it shall not engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
THIRD: The office of the corporation is to (i) unexercised stock options and (ii) PSUs and RSUs that have not vested, and are outstanding as of March 31, 2021.be located in Erie County, New York.
|
| Option Awards | RSU Awards | PSU Awards | ||||||||||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable | Option Awards Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That | Equity Incentive Plan Awards: Market or Payout Value of Units or Other Rights that Not Vested ($) | ||||||||||||||||||||||||||||||||||||
Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 375 | (20) | 19,785 |
|
|
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 750 | (21) | 39,570 |
|
|
|
|
|
| ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,500 | (22) | 79,140 |
|
|
|
|
|
| ||||||||||||||||||||||
David J. Wilson President and Chief Executive Officer |
|
|
| 62,112 | (19) | N/A | 30.29 | 5/18/2030 | 19,000 | (18) | 1,002,440 | 50,719 | (23) | 2,675,934 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 22,719 | (24) | 1,198,654 |
|
|
|
|
|
| ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Gregory P. Rustowicz Vice President Finance and Chief Financial Officer |
|
|
|
|
|
| N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| 9,330 | (6) |
|
|
|
|
|
| 27.12 | 5/19/2024 | 1,478 | (10) | 77,979 | 4,428 | (17) | 233,621 | ||||||||||||||||||||||||||||||
| 11,716 | (7) |
|
|
|
|
|
| 24.94 | 5/18/2025 | 2,214 | (11) | 116,811 | 4,411 | (16) | 232,724 | ||||||||||||||||||||||||||||||
| 28,333 | (8) |
|
|
|
|
|
| 15.16 | 5/23/2026 | 3,308 | (9) | 174,530 | 6,573 | (5) | 346,791 | ||||||||||||||||||||||||||||||
| 14,625 | (2) | 4,875 | (2) |
|
|
| 24.33 | 5/22/2027 | 3,844 | (12) | 202,809 |
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 5,948 | (3) | 5,949 | (3) |
|
|
| 38.70 | 5/22/2028 | 6,573 | (15) | 346,791 |
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 3,356 | (4) | 10,066 | (4) |
|
|
| 35.16 | 5/20/2029 | 5,000 | (13) | 263,800 |
|
|
|
|
|
| ||||||||||||||||||||||||||||
|
|
| 20,667 | (1) |
|
|
| 25.52 | 5/18/2030 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Peter M. McCormick Vice President— Crane Solutions |
|
|
|
|
|
| N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| 11,932 | (2) | 3,978 | (2) |
|
|
| 24.33 | 5/22/2027 | 1,206 | (10) | 63,629 | 3,014 | (17) | 75,350 | |||||||||||||||||||||||||||||||
| 4,048 | (3) | 4,049 | (3) |
|
|
| 38.70 | 5/22/2028 | 1,507 | (11) | 79,509 | 3,303 | (16) | 82,575 | |||||||||||||||||||||||||||||||
| 2,513 | (4) | 7,539 | (4) |
|
|
| 35.16 | 5/20/2029 | 2,477 | (9) | 130,687 | 4,923 | (5) | 259,737 | |||||||||||||||||||||||||||||||
|
|
| 15,478 | (1) |
|
|
| 25.52 | 5/18/2030 | 2,819 | (12) | 148,730 |
|
|
|
|
|
| |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,923 | (15) | 259,737 |
|
|
|
|
|
| ||||||||||||||||||||||
Kurt F. Wozniak Vice President— Industrial Products | 4,490 | (8) |
|
|
| N/A | 15.16 | 5/23/2026 |
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
| 8,925 | (2) | 2,975 | (2) | N/A | 24.33 | 5/22/2027 | 902 | (10) | 47,950 | 2,785 | (17) | 146,937 | |||||||||||||||||||||||||||||||||
| 3,741 | (3) | 3,741 | (3) |
|
|
| 38.70 | 5/22/2028 | 1,393 | (11) | 73,495 | 3,142 | (16) | 165,772 | |||||||||||||||||||||||||||||||
| 2,391 | (4) | 7,170 | (4) |
|
|
| 35.16 | 5/20/2029 | 2,356 | (9) | 124,303 | 4,683 | (5) | 247,075 | |||||||||||||||||||||||||||||||
|
|
| 14,722 | (1) |
|
|
| 25.52 | 5/18/2030 | 884 | (14) | 46,640 |
|
|
|
|
|
| |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,691 | (12) | 141,977 |
|
|
|
|
|
| ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,683 | (15) | 247,075 |
|
|
|
|
|
| ||||||||||||||||||||||
Alan S. Korman Vice President Corporate Development, General Counsel & CHRO |
|
|
|
|
|
| N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
| 5,609 | (7) |
|
|
|
|
|
| 24.94 | 5/18/2025 | 920 | (10) | 48,539 | 2,807 | (17) | 148,097 | ||||||||||||||||||||||||||||||
| 16,140 | (8) |
|
|
|
|
|
| 15.16 | 5/23/2026 | 1,404 | (11) | 74,075 | 2,851 | (16) | 150,419 | ||||||||||||||||||||||||||||||
| 9,103 | (2) | 3,035 | (2) |
|
|
| 24.33 | 5/22/2027 | 2,138 | (9) | 112,801 | 4,248 | (5) | 150,419 | |||||||||||||||||||||||||||||||
| 3,771 | (3) | 3,771 | (3) |
|
|
| 38.70 | 5/22/2028 | 884 | (14) | 46,640 |
|
|
|
|
|
| ||||||||||||||||||||||||||||
| 2,169 | (4) | 6,505 | (4) |
|
|
| 35.16 | 5/20/2029 | 2,563 | (12) | 135,224 |
|
|
|
|
|
| ||||||||||||||||||||||||||||
|
|
| 13,357 | (1) |
|
|
|
|
|
|
|
|
| 4,248 | (5) | 224,124 |
|
|
|
|
|
| |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,000 | (13) | 263,800 |
|
|
|
|
|
| ||||||||||||||||||||||
|
| | |
COMPENSATION DISCUSSION AND ANALYSISANNEX A
|
|
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|
Options ExercisedFOURTH: The total number of shares which the corporation is authorized to issue is 51,000,000 shares, of which 50,000,000 shares, par value $0.01 per share, are designated as common shares (“Common Shares”) and Stock Vested
The following table sets forth informationof which 1,000,000 shares, par value $1.00 per share, are designated as preferred shares (“Preferred Shares”), which may be designated, from time to time, as one or more classes or series of Preferred Shares, in such number and with respectsuch designations, preferences, rights, qualifications, limitations or restrictions as shall be stated in the resolution or resolutions providing for the issuance of such class or series of Preferred Shares adopted by the Board of Directors from time to time, pursuant to the NEOs namedauthority hereby given, the terms of which shall have been set forth in a Certificate of Amendment executed, verified and filed in the summary compensation table relatingmanner required by the Business Corporation Law; provided, however, that all shares of any one series or class of Preferred Shares shall be alike in every particular.
Subject to the exerciserights of stock options,the holders of any Preferred Shares, the holders of Common Shares are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as the Board of Directors may from time to time determine.
FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against it may be served, and the vestingpost office address to which the Secretary of PSUsState shall mail a copy of any such process served upon is: c/o Corporation Service Company, 80 State Street, Albany, NY 12207-2543.
SIXTH: (a) To the fullest extent that the Business Corporation Law, as now in force or as may hereafter be amended, permits elimination or limitation of the liability of directors, no director of the corporation shall be liable to the corporation or its shareholders for damages for any reach of duty in such capacity. Any repeal or modification of this Article by the shareholders of the corporation shall be prospective only and RSUs,shall not adversely affect any elimination or limitation of the personal liability of a director of the corporation for acts or omissions occurring prior to the effective date of such repeal or modification.
(b) The corporation shall indemnify and hold harmless each person (and the heirs, executors, or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in fiscal 2021:any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, its directors and officers to the fullest extent permitted by the Business Corporation Law, as now in effect or as may hereafter be amended; provided, however, that except for proceedings to enforce rights to indemnification, the corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or administrators) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.
(c) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the corporation in advance of final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director of officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article.
| Option Awards | Stock Awards | |||||||||||||||||
Name | Number of Shares on Exercise | Value on Exercise(1) ($) | Number of Shares on Vesting | Value on Vesting(2) ($) | ||||||||||||||
Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer | — | — |
| 4,757 | 144,090 | |||||||||||||
David J. Wilson President and Chief Executive Officer | — | — |
| 19,000 | 575,510 | |||||||||||||
Gregory P. Rustowicz Vice President Finance and Chief Financial Officer | 10,181 | 189,260 |
| 13,255 | 351,648 | |||||||||||||
Peter M. McCormick Vice President—Crane Solutions | 5,161 | 112,946 |
| 10,386 | 275,359 | |||||||||||||
Kurt F. Wozniak Vice President—Industrial Products | — | — | �� |
| 8,723 | 231,302 | ||||||||||||
Alan S. Korman Vice President Corporate Development, General Counsel & CHRO | 4,386 | 48,330 |
| 8,777 | 232,748 | |||||||||||||
|
|
| |
COMPENSATION DISCUSSION AND ANALYSISANNEX A
Pension Benefits(d) To the extent authorized from time to time by the Board of Directors, the corporation may provide rights to indemnification and to the advancement of expenses to employees and agents of the corporation who are not directors or officers similar to those conferred in this Article to directors and officers of the corporation.
(e) The CMCO Pension Planrights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the By-laws, any statute, agreement, vote of shareholders or otherwise.
SEVENTH: No holder of shares of the corporation of any class, now or hereafter authorized, shall have any preferentialor preemptive right to subscribe for, purchase or receive any shares of the corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe to or purchase such shares, or any securities convertible into, exchangeable for or carrying rights or options to purchase such shares, which may at any time be issued, sold or offered for sale by the corporation.
EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have concurrent power with the shareholders to adopt, amend or repeal the By-laws of the corporation by such vote of the directors as is a non-contributory, qualified defined benefit plan, which provides certain NEOs with retirement benefits. As definedset forth in the CMCO Pension Plan,By-laws but in no event by less than a participant’s annual pension benefit at age 65 is equal to the product of (i) 1%majority of the participant’s final average earnings, as calculatedentire Board of Directors (inclusive of vacancies).
The number of directors shall be fixed solely by the termsaffirmative vote of a majority of the CMCO Pension Plan, plus 0.5%directors then in office.
A director may be removed at any time for cause by a majority vote of the directors then in office.
5. The foregoing amendments to, and the restatement of, the Certificate of Incorporation were authorized by the unanimous written consent of the Board of Directors followed by the affirmative vote of the shareholders holding at least a majority of the shares entitled to vote thereon at a meeting of shareholders.
IN WITNESS WHEREOF, this Certificate has been subscribed this day of , 2022 by the undersigned who affirm that part, if any, of final average earnings in excess of such participant’s “social security covered compensation,” as such term is defined in the CMCO Pension Plan, multiplied by (ii) such participant’s years of credited service, limited to 35 years. CMCO Pension Plan benefitsstatements made herein are not subject to reduction for social security benefits.
Mr. McCormick, one of our NEOs, is a participant in the Magnetek Pension Plan. Prior to benefit accrualstrue under the Magnetek Pension Plan being frozen effective June 30, 2003, a participant’s cash balance account was credited with hypothetical compensation credits and interest credits. The amountpenalties of a participant’s compensation credits for a plan year depended on the number of years of vesting service completed by the participant, as follows: (i) participants with less than 10 years of vesting service received a compensation credit equal to 3.5% of eligible compensation up to the Magnetek Pension Plan’s integration level and 7.0% of eligible compensation in excess of the integration level, (ii) participants with at least 10, but less than 20, years of vesting service received a compensation credit of equal to 4.0% of eligible compensation up to the integration level and 8.0% of eligible compensation in excess of the integration level, and (iii) participants with at least 20 years of vesting service received a compensation credit of 4.5% of eligibleperjury.
compensation up to the integration level and 9.0% of eligible compensation in excess of the integration level. In general, the integration level under the Magnetek Pension Plan equals the average of Social Security taxable wage bases in effect for each calendar year during the 35-year period ending with the year in which a participant attains age 65. Eligible compensation included total cash compensation paid to a participant, including overtime, bonuses, shift differentials, and commissions, but excluding severance pay, moving expenses, and any other extraordinary or incentive compensation not part of a participant’s basic compensation. Participants’ cash balance accounts continue to be credited with interest credits based on treasury security rates. A participant’s normal retirement date under the Magnetek Pension Plan is the first day of the month coincident with or next following the date that he or she attains age 65. A participant’s early retirement date under the Magnetek Pension Plan is the first day of the month coincident with or next following the date he or she attains age 55 and has completed at least 10 years of vesting service. Upon a participant’s early or normal retirement, his or her cash balance account is converted into a monthly annuity. The normal form of payment for an unmarried participant is a 10-year term certain life annuity, while the normal form of payment for married participants is a joint and 50% survivor annuity. Instead of receiving benefits in the normal form, participants may elect to receive benefits as a single life annuity, a lump sum, or as a joint and 50%, 67%, 75% or 100% survivor annuity. Mr. McCormick is currently eligible for early retirement benefits under the Magnetek Pension Plan.
| David J. Wilson, President | ||||
| Alan S. Korman, Secretary | ||||
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COMPENSATION DISCUSSION AND ANALYSIS
The following table sets forth with respect to each of our plans that provide retirement benefits to our NEOs, (i) the years of credited service of each of the executives named in the summary compensation table, (ii) the present value of his or her accumulated benefit, and (iii) payments received by him or her during fiscal 2021:
Name | Plan Name | Number of Years of Credited Service(1) | Present ($) | Payments During Last Fiscal Year ($) | ||||||||||
Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer | N/A(3) | — | — | — | ||||||||||
David J. Wilson President and Chief Executive Officer | N/A(3) | — | — | — | ||||||||||
Gregory P. Rustowicz Vice President Finance and Chief Financial Officer | N/A(3) | — | — | — | ||||||||||
Peter M. McCormick Vice President—Crane Solutions | Magnetek FlexCare Plus Retirement Pension Plan | 10.04 | (4) | 128,527 | — | |||||||||
Kurt F. Wozniak, Vice President—Industrial Products | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | 11.58 | (4) | 348,746 | — | |||||||||
Alan S. Korman Vice President Corporate Development, General Counsel & CHRO | Columbus McKinnon Corporation Monthly Retirement Benefit Plan | 0.17 | (4) | 9,462 | — | |||||||||
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COMPENSATION DISCUSSION AND ANALYSIS
Non-Qualified Deferred Compensation
The Company maintains the NQDC Plan under which eligible participants (including our directors and U.S.-based NEOs) may elect to defer a portion of their cash compensation. Payment of balances will occur in accordance with Internal Revenue Code Section 409A requirements. For more information about our retirement program, see “—Director Compensation—Elements of Our Compensation Program for NEOs” in this prospectus.
Name | Executive Contributions in fiscal 2021 | Company Contributions in fiscal 2021(1) | Aggregate earnings in fiscal 2021 | Aggregate withdrawals / | Aggregate balance at 3/31/2021 | |||||||||||||||
Richard H. Fleming(2) Chairman of the Board and Interim President and Chief Executive Officer | — | — | — | — | — | |||||||||||||||
David J. Wilson President and Chief Executive Officer | — | — | — | — | — | |||||||||||||||
Gregory P. Rustowicz Vice President Finance and Chief Financial Officer | 16,776 | 17,251 | 52,878 | (30,977 | ) | 150,636 | ||||||||||||||
Peter M. McCormick(2) Vice President—Crane Solutions | — | — | — | — | — | |||||||||||||||
Kurt F. Wozniak Vice President—Industrial Products | 12,292 | 13,157 | 470 | (19,173 | ) | 45,257 | ||||||||||||||
Alan S. Korman Vice President Corporate Development, General Counsel & CHRO | — | 4,859 | 18,991 | — | 38,073 | |||||||||||||||
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Under the NQDC Plan, eligible participants, including our directors and U.S.-based NEOs, may elect to defer cash compensation. Eligible employees may elect to defer up to 100% of any annual bonus and either (i) up to 75% of their base salary and any commission, or (ii) up to 75% of their base salary and any commission that is in excess of the compensation limit in effect under Section 401(a)(17) of the Internal Revenue Code (“Section 401(a)(17)”) for the relevant plan year ($290,000 for 2021). Directors may elect to defer up to 100% of their annual retainer. The Company makes (i) a matching contribution equal to 100% of the first 4% of eligible compensation deferred by a participant (other than a non-employee director) that is in excess of the Section 401(a)(17) compensation limit, and (ii) a nonelective contribution equal to 2% of the participant’s eligible compensation that is in
excess of the Section 401(a)(17) compensation limit. During fiscal 2021, the Company nonelective contribution under the NQDC Plan equal to 2% of the participant’s eligible compensation in excess of the Section 401(a)(17) contribution limit was suspended due to the COVID-19 pandemic. Participants’ NQDC Plan accounts are adjusted for gains and losses based on investment directions provided participants. Participants may elect to receive payment of their NQDC Plan benefit upon a specified date, separation from service, disability or death, and in the form of a lump sum or monthly installments over 1-10 years, except that, upon a change in control, a participant’s vested benefit will automatically be paid in a lump sum. Participants may also withdraw amounts due to an unforeseeable emergency in accordance with Section 409A of the Internal Revenue Code.
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COMPENSATION DISCUSSION AND ANALYSIS
Other Potential Post-Employment Payments
It is our policy to provide severance benefits to each of our U.S.-based full-time salaried associates and hourly associates not covered by a collective bargaining agreement who involuntarily lose their positions without cause. Eligible associates who sign a release generally receive one week of base salary at the rate then in effect for each full year of continuous service (with any fractions being rounded up). The following table sets forth the gross amount each NEO would receive under various termination scenarios described above using the following assumptions:
Termination of employment on March 31, 2021
Exercise of all options and vesting of all RSUs based on the closing market price of $52.76 per share of our common stock on March 31, 2021
Name | Voluntary Termination ($) | Retirement ($) | Involuntary Termination($) | Termination with Change in control ($) | Death ($) | Change in Control ($) | ||||||||||||||||||
Richard H. Fleming Chairman of the Board and Interim President and Chief Executive Officer | — | — | — | — | — | — | ||||||||||||||||||
David J. Wilson President and Chief Executive Officer | 129,203 | (1) | 4,411,604 | (2) | 6,699,307 | (3) | 8,608,299 | (4) | 4,911,604 | (5) | — | (6) | ||||||||||||
Gregory P. Rustowicz Vice President Finance and Chief Financial Officer | 2,866,929 | (1) | 5,609,297 | (2) | 2,946,814 | (3) | 8,072,766 | (4) | 6,025,297 | (5) | — | (6) | ||||||||||||
Peter M. McCormick Vice President—Crane Solutions | 1,778,777 | (1) | 3,591,698 | (2) | 1,979,796 | (3) | 5,709,097 | (4) | 3,897,570 | (5) | — | (6) | ||||||||||||
Kurt F. Wozniak Vice President—Industrial Products | 3,098,389 | (1) | 4,800,281 | (2) | 3,248,625 | (3) | 7,088,445 | (4) | 4,971,064 | (5) | — | (6) | ||||||||||||
Alan S. Korman Vice President Corporate Development, General Counsel & CHRO | 1,402,722 | (1) | 3,327,694 | (2) | 1,478,444 | (3) | 5,324,534 | (4) | 3,681,081 | (5) | — | (6) | ||||||||||||
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COMPENSATION DISCUSSION AND ANALYSIS
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Equity Compensation Plan Information
The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of March 31, 2021, including the Restricted Stock Plan, Omnibus Plan, Non-Qualified Plan and ISO Plan:
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | Number of Securities Remaining for Future Issuance under Equity Compensation Plans (excluding securities | ||||||||||||
Equity compensation plans approved by security holders | 657,814 | 27.45 | 2,252,478 | ||||||||||||
Equity compensation plans not approved by security holders | — | — | — | ||||||||||||
Total | 657,814 | 27.45 | 2,252,478 | ||||||||||||
We believe executive pay must be market competitive and internally fair and equitable to motivate our associates to create shareholder value. The Compensation and Succession Committee monitors the relationship between the pay our executive officers receive and the pay of our associates to ensure we remain competitive, fair and equitable. The Compensation and Succession Committee reviewed the CEO pay total from the summary compensation table to the pay of our median employee’s compensation for the fiscal year ended March 31, 2021.
The compensation of our CEO in the fiscal year ended March 31, 2021 was approximately 88:1 times the median pay of our employees.
Our CEO to median employee pay ratio is calculated in accordance with the SEC’s proxy statement requirements pursuant to Item 402(u) of Regulation S-K. We determined the median employee through examination of the fiscal year 2021 annual total compensation, excluding the CEO, who were actively employed on March 31, 2021, the final day of the fiscal year. We included all employees by applying a recognized test as
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COMPENSATION DISCUSSION AND ANALYSIS
defined by labor law. As is permitted under the SEC rules, to determine our median employee, we used a consistently applied compensation definition that was not Summary Compensation Table total compensation and instead chose “total cash compensation.” We used a valid statistical sampling methodology to provide a reasonable estimate of the median base pay for the
employee population considered (excluding our CEO). After identifying the median employee based on annual total compensation, we calculated this associate’s annual total compensation using the same methodology used for our named executive officers as set forth in the Company’s summary compensation table.
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205 Crosspoint Parkway | Buffalo, New Yrok 14068
www.columbusmckinnon.com
YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:
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|   | INTERNET Go To: www.proxypush.com/CMCO • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote | ||
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PHONE Call 1-844-926-2035 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions | |||
  | • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid | |||
“ALEXA, VOTE MY PROXY”
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• Enable skill
You must register to attend the meeting online and/or participate at www.proxydocs.com/CMCO
Columbus McKinnon Corporation
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AnnualSpecial Meeting of Stockholders
For Stockholders of record as of May 24, 2021August 19, 2022
| TIME: | Monday, |
| PLACE: |
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www.proxydocs.com/CMCO for more details.
This proxy is being solicited on behalf of the Board of Directors
The undersigned appoints David J. Wilson and Gregory P. Rustowicz,Alan S. Korman, (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of Columbus McKinnon Corporation, a New York corporation (“the Company”), the undersigned is entitled to vote at the AnnualSpecial Meeting of Stockholders of the Company to be held virtually at www.proxydocs.com/CMCO on Monday, July 19, 2021October 17, 2022 at 10:00 AM, ET and all adjournments or postponements thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” all nominees for director and “FOR” eachthe proposal. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the AnnualSpecial Meeting or any adjournment or postponement thereof.
All votes for ESOP participants must be received by 11:59 PM, Eastern Time October 14, 2022.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.
All votes for ESOP participants must be received by 11:59 PM, Eastern Time July 14, 2021.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Columbus McKinnon Corporation
AnnualSpecial Meeting of Stockholders
| Please make your marks like this: |  |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1 2 AND 32
| PROPOSAL | YOUR VOTE | BOARD OF DIRECTORS RECOMMENDS | ||||||||
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| FOR | AGAINST | ABSTAIN | ||||||||
| 1. | To | ☐ | ☐ | ☐ | FOR | |||||
| To | ☐ | ☐ | ☐ | FOR | ||||||
You must register to attend the meeting online and/or participate at www.proxydocs.com/CMCO
Authorized Signatures - This section mustMust be completed for your Instructionsinstructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
| Signature (and Title if applicable) | Date | Signature (if held jointly) | Date |
