DOUGLAS DYNAMICS,INC. (NYSE:PLOW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As previously announced by Douglas Dynamics,Inc. (the “Company”) in August2018, on January1, 2019, James L. Janik became Executive Chairman of the Company. Mr.Janik had served as the President and Chief Executive Officer of the Company since 2004 and became the Chairman of the Board in 2014. Also on January1, 2019, Robert (Bob) McCormick became President and Chief Executive Officer of the Company and a member of the Company’s Board of Directors (the “Board”). Mr.McCormick was elected by the Board to fill a vacancy created by the Board’s action to increase the size of the Board to seven directors, effective as of January1, 2019. Mr.McCormick will serve in the class of directors that will be nominated for re-election at the Company’s 2019 Annual Meeting of Shareholders.

Mr.McCormick, 58, served as Chief Operating Officer of the Company since August2017. Prior to becoming Chief Operating Officer, Mr.McCormick served as the Company’s Executive Vice President and Chief Financial Officer from September2004 through August2017, as the Company’s Secretary from May2005 through August2017, as the Company’s Assistant Secretary from September2004 to May2005 and as the Company’s Treasurer from September2004 through December2010. Prior to joining the Company, Mr.McCormick served as President and Chief Executive Officer of Xymox TechnologyInc. from 2001 to 2004. Prior to that, Mr.McCormick served in various capacities in the Newell Rubbermaid Corporation, including President from 2000 to 2001 and Vice President Group Controller from 1997 to 2000. The Company believes that Mr.McCormick’s experience in various leadership positions both inside and outside the Company, as well as his deep understanding of the Company’s business, operations and strategy, qualify him to serve on the Board of Directors.

In connection with Mr.Janik’s transition to the role of Executive Chairman, the Company and Mr.Janik entered into an amendment to Mr.Janik’s employment agreement. to the amendment, Mr.Janik’s salary will be $400,000 per year; he will be provided the opportunity to earn up to an additional $300,000 in performance-based bonus compensation; and, upon retirement, he will be entitled to a pro rata portion of the performance-based bonus he would have earned during the calendar year of his retirement. Additionally, the amendment provides that the date that Mr.Janik ceases to serve as a director of the Company will be deemed the termination date of his employment by retirement. The other terms of Mr.Janik’s employment remain unchanged and will continue to be governed by the terms of his Employment Agreement with the Company, dated March30, 2004, as amended. The foregoing summary of the terms of the amendment to Mr.Janik’s employment agreement is qualified in its entirety by the terms of Amendment No.2 to Employment Agreement between James L. Janik and Douglas Dynamics,Inc., effective as of January1, 2019, which is filed herewith as Exhibit10.1 and incorporated herein by reference.

In connection with Mr.McCormick’s transition to the role of Executive Chairman, the Company and Mr.McCormick entered into an amendment to Mr.McCormick’s employment agreement. to the amendment, Mr.McCormick’s salary will be $575,000 per year; he will be provided the opportunity to earn up to an additional 150% of his annual base salary in performance-based bonus compensation; he will be entitled to twenty-four months of his base salary in severance in the event of his termination by the Company for cause or his departure for a material breach by the Company; and, upon retirement, he will be entitled to a pro rata portion of the performance-based bonus he would have earned during the calendar year of his retirement. The other terms of Mr.McCormick’s employment remain unchanged and will continue to be governed by the terms of Mr.McCormick’s Employment Agreement with the Company, dated September7, 2004, as amended. The foregoing summary of the terms of the amendment to Mr.McCormick’s employment