DOUGLAS DYNAMICS, INC — Board/Management Information 2020

Feb 20, 2020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): February 19, 2020

DOUGLAS DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34728	13-4275891
(State or
other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7777 North 73rd Street , Milwaukee , Wisconsin 53223

(Address of principal executive offices, including zip code)

( 414 ) 354-2310

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	PLOW	New York Stock Exchange

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:

¨ 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))

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. ¨

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Item 5.02 . Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 19, 2020, James L. Janik submitted his notice of retirement as the Executive Chairman of Douglas Dynamics, Inc. (the “ Company ”), effective as of April 28, 2020, the date of the Company’s annual meeting of shareholders (the “ 2020 Annual Meeting ”). As a result, Mr. Janik will no longer serve as an executive officer of the Company following the 2020 Annual Meeting.

Mr. Janik’s three-year term as a director expires at the 2020 Annual Meeting, and the Board of Directors of the Company currently expects to recommend Mr. Janik as a nominee for director for another three-year term. Subject to Mr. Janik’s election by the shareholders at the 2020 Annual Meeting, the Board of Directors also expects to appoint Mr. Janik to serve as non-executive Chairman of the Board effective following the 2020 Annual Meeting.

A copy of the Company’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

(99.1) Douglas Dynamics, Inc. Press Release dated February 20, 2020.

(104.1) Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

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SIGNATURES

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: February 20, 2020

DOUGLAS DYNAMICS, INC.
By:	/s/ Sarah Lauber
	Sarah Lauber
	Chief Financial Officer and Secretary

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