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

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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August23, 2017, Douglas Dynamics,Inc. (the “Company”) announced that Robert (Bob) McCormick, the Company’s current Executive Vice President and Chief Financial Officer, has been promoted to Chief Operating Officer, effective August28, 2017. In his new role, Mr.McCormick will assume day-to-day responsibility for both of the Company’s reporting segments and will continue to report to James L. Janik, the Company’s Chairman, President and Chief Executive Officer. The Company also announced that Sarah C. Lauber will join the Company in the role of Chief Financial Officer and Secretary and serve as the Company’s principal financial officer, also effective as of August28, 2017.

Mr.McCormick, 56, most recently served as the Company’s Executive Vice President and Chief Financial Officer since September2004 and as the Company’s Secretary since May2005.

Mrs.Lauber, 46, most recently served as Senior Vice President and Chief Financial Officer of Jason Industries,Inc. since January2016 and as Jason Industries’ Chief Financial Officer since 2015. Prior to joining Jason Industries, Mrs.Lauber served as Vice President, Financial Planning and Analysis at Regal Beloit Corporation from 2011 until 2015. Mrs.Lauber previously served as Chief Financial Officer of A.O. Smith Corporation’s Electrical Products Company (“EPC”) from 2002 until EPC was acquired by Regal Beloit in 2011. Mrs.Lauber began her career as an accountant at KPMG, and is a certified public accountant and member of the AICPA. Mrs.Lauber earned a Bachelor of Science in administration, with an accounting concentration, from California State University, San Bernardino, and an Executive Master of Business Administration from the Kellogg School of Management at Northwestern University.

In connection with Mrs.Lauber’s appointment, she will receive a base salary of $360,000 per year and will be eligible to receive an annual performance bonus, initially targeted at 75% of her base salary upon the achievement of certain performance targets approved by the Compensation Committee of the Company’s Board of Directors to the Company’s annual incentive plan. Mrs.Lauber will also be eligible to participate in the Company’s long-term equity program for executive officers, with a target share payout level set at 75% of her prorated fiscal 2017 base salary. Mrs.Lauber is also subject to certain customary non-competition and other covenants in connection with her employment.

In connection with Mr.McCormick’s promotion, he will receive an increase in his annual base salary to $450,000. The other terms of Mr.McCormick’s compensation 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.

Neither Mr.McCormick nor Mrs.Lauber were elected to their officer positions to any arrangement or understanding between the officer and any other person. There are no related party transactions between the Company and either of Mr.McCormick or Mrs.Lauber, and no family relationships exist between Mr.McCormick or Mrs.Lauber and any of the directors or officers of the Company.

The foregoing summary of the terms of Mrs.Lauber’s employment with the Company is qualified in its entirety by the terms of the Employment Agreement between Sarah C. Lauber and Douglas Dynamics, LLC, effective August28, 2017, which is filed herewith as Exhibit10.1 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with and contingent upon the effective date of the election on August28, 2017 of Mrs.Lauber as Chief Financial Officer and Secretary and Mr.McCormick as Chief Operating Officer, the Board of Directors of the Company adopted the Company’s Third Amended and Restated Bylaws, which replaced in their entirety the Company’s Second Amended and Restated Bylaws. The Third Amended and Restated Bylaws are substantially identical to the Second Amended and Restated Bylaws, except that the Third Amended and Restated Bylaws amend ArticleV to separate the roles and responsibilities of the President and Chief Operating Officer and include related conforming changes throughout the document. The Third Amended and Restated Bylaws will become effective on August28, 2017.

The forgoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s Third Amended and Restated Bylaws, filed herewith as Exhibit3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are being filed herewith:

(3.1) Third Amended and Restated Bylaws of Douglas Dynamics,Inc.

(10.1) Employment Agreement between Sarah C. Lauber and Douglas Dynamics, LLC, effective August28, 2017.


DOUGLAS DYNAMICS, INC Exhibit
EX-3.1 2 a17-20810_1ex3d1.htm EX-3.1 Exhibit 3.1   THIRD AMENDED AND RESTATED BYLAWS OF DOUGLAS DYNAMICS,…
To view the full exhibit click here

About DOUGLAS DYNAMICS,INC. (NYSE:PLOW)

Douglas Dynamics, Inc. is a manufacturer of vehicle attachments and equipment. The Company’s portfolio includes snow and ice management attachments sold under the BLIZZARD, FISHER, SNOWEX and WESTERN brands; turf care equipment under the TURFEX brand, and industrial maintenance equipment under the SWEEPEX brand. The Company also provides ice control equipment, snowplows, dump bodies, muni-bodies, and replacement parts. The Company offers a range of sand and salt spreaders for light trucks. The Company also provides a range of related parts and accessories. The Company also provides customized turnkey solutions to governmental agencies, such as Departments of Transportation (DOTs) and municipalities. The Company has manufacturing facilities in Milwaukee, Wisconsin; Rockland, Maine, and Madison Heights, Michigan. It also has a production facility in Manchester, Iowa. It sells its products through a distributor network primarily to professional snowplowers.