Enerpac Tool (EPAC)
Filed: 20 Dec 21, 8:30am
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 20, 2021
ENERPAC TOOL GROUP CORP
(Exact name of Registrant, as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(I.R.S. Employer Identification Number)|
N86 W12500 WESTBROOK CROSSING
MENOMONEE FALLS, Wisconsin 53051
Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (262) 293-1500
Former name or address, if changed since last report:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
|Class A Common Stock, par value $0.20 per share||EPAC||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 20, 2021, the Board of Directors (the “Board”) of Enerpac Tool Group Corp. (the “Company”) adopted resolutions expanding the size of the Board from eight to nine effective upon the adjournment of the Company’s annual meeting of shareholders to be held on January 25, 2022 (the “2022 Annual Meeting”) and elected Lynn C. Minella as a director, effective upon the adjournment of the Annual Meeting, to fill the vacancy created by the expansion in the size of the Board. The Board has determined, consistent with the recommendation of its Governance and Sustainability Committee, that Ms. Minella is independent in accordance with the applicable rules of the New York Stock Exchange. The Board has not yet determined the committees of the Board on which Ms. Minella is expected to serve.
It is anticipated that upon the effectiveness of her election as a director, Ms. Minella will receive compensation consistent with that paid to other non-employee directors of the Company, the current compensation of which is described on pages 41 and 42 of the Company’s definitive proxy statement for the Annual Meeting, which description is incorporated herein by reference. Upon the effectiveness of her election as a director, the Company anticipates entering into an Indemnification Agreement with Ms. Minella in the form filed as Exhibit 10.11 to the Company’s Form 10-K for the fiscal year ended August 31, 2021.
Item 7.01 Regulation FD Disclosure
On December 20, 2021, the Company issued a press release announcing the election of Ms. Minella as a director, which is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information set forth in this Item 7.01 and in Exhibit 99.1 is “furnished” under Item 7.01 of Form 8-K. Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Exhibits
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 20, 2021
|ENERPAC TOOL GROUP CORP.|
|By:||/s/ James Denis|
|Vice President, Acting General Counsel and Secretary|