The Manitowoc Company, Inc. (NYSE:MTW) Files An 8-K Entry into a Material Definitive Agreement
|Entry Into a Material Definitive Agreement.|
On December27, 2016, The Manitowoc Company, Inc. (the Company)
and Computershare Trust Company, N.A. (the Rights Agent) entered
into an amendment (the Amendment) to the Companys Rights
Agreement, dated as of March21, 2007 (the Rights Agreement),
between the Company and the Rights Agent.
The Amendment accelerates the scheduled expiration date of the
Rights issued to the Rights Agreement to December31, 2016.
Accordingly, as of 5:00 p.m., New York time, on December31, 2016,
the Rights issued to the Rights Agreement will expire and will no
longer be outstanding and the Rights Agreement will terminate as
of that time.
In addition, the Amendment contains certain changes to the rights
and obligations of the Rights Agent for the purpose of updating
the Rights Agreement to conform with current standards and
The foregoing summary of the Amendment is a general description
only, does not purport to be complete and is qualified in its
entirety by the full text of the Amendment, which is filed as
Exhibit 4.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Material Modification of Rights to Security
The information contained in Item 1.01 is incorporated by
reference into this Item 3.03.
In connection with its approval of the Amendment, the Board of
Directors of the Company adopted a policy concerning the adoption
of any shareholder rights plan in the future. The policy is as
The Manitowoc Company, Inc.
Policy Regarding Shareholder Rights Plans
(Adopted as of November16, 2016)
The Board of Directors (Board) of The Manitowoc Company, Inc.
(Manitowoc) has determined it to be in the best interests of
Manitowoc and its shareholders to adopt this Policy Regarding
Shareholder Rights Plans (Policy).
Under this Policy, no shareholder rights plan shall be adopted
unless such action is approved by a majority of directors who
satisfy New York Stock Exchange independence requirements and
such directors find that such action is consistent with the
exercise of their fiduciary responsibilities to Manitowoc and its
shareholders. If a shareholder rights plan is adopted by the
Board that did not receive shareholder approval prior to its
implementation, then such shareholder rights plan shall expire on
anniversary of its implementation unless it is ratified by
shareholders prior to that date.
This Policy is
adopted by the Board as of November16, 2016 and shall be subject
to reconsideration and amendment by the Board from time to time
consistent with the Boards duties and the interests of Manitowoc.
The Corporate Governance Committee of the Board shall review this
Policy on at least an annual basis and report to the Board on any
recommendations it may have concerning this Policy.
|Item9.01.||Financial Statements and Exhibits.|
Exhibits. The following exhibit is being filed
Amendment, dated December27, 2016, to the Rights Agreement,
dated as of March21, 2007, by and between The Manitowoc
Company, Inc. and Computershare Trust Company, N.A.
About The Manitowoc Company, Inc. (NYSE:MTW)
The Manitowoc Company, Inc. (MTW) is a multi-industry, capital goods manufacturer. The Company operates in two principal markets: Cranes and Related Products (Crane) and Foodservice Equipment (Foodservice). Crane is a provider of engineered lifting equipment for the global construction industry, including lattice-boom cranes, tower cranes, mobile telescopic cranes and boom trucks. Foodservice is a manufacturer of commercial foodservice equipment serving the ice, beverage, refrigeration, food-preparation, holding and cooking needs of restaurants, convenience stores, hotels, healthcare and institutional applications. Its Crane products are marketed under the Manitowoc, Grove, National Crane, Shuttlelift and Manitowoc Crane Care brand names. Its Foodservice products, services and solutions are marketed under brands, including Cleveland, Dean, Inducs, Kolpak, Koolaire, Garland, Lincoln, Manitowoc Beverage Systems, Manitowoc Ice, Multiplex, RDI Systems, U.S. Range, Servend and Welbilt. The Manitowoc Company, Inc. (NYSE:MTW) Recent Trading Information
The Manitowoc Company, Inc. (NYSE:MTW) closed its last trading session up +0.02 at 6.26 with 698,299 shares trading hands.