DOUGLAS DYNAMICS, INC

Regulatory Filings • Apr 29, 2022

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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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D ate of Report (Date of earliest event reported): April 26, 2022

DOUGLAS DYNAMICS, INC.

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(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.)

11270 W Park Place Ste 300 , Milwaukee , Wisconsin 53224

(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 5.07 . Submission of Matters to a Vote of Security Holders .

On April 26, 2022, Douglas Dynamics, Inc. (the “Company”) held its annual meeting of stockholders (the “2022 Annual Meeting”). The name of each director elected at the 2022 Annual Meeting, a brief description of each other matter voted upon at the 2022 Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, are set forth below.

Election of Three Directors to Terms Expiring at the 2025 Annual Meeting of Stockholders

Name of Nominee — Margaret S. Dano	19,447,602	1,028,511	1,328,283
Donald W. Sturdivant	19,617,954	858,159	1,328,283
Robert L. McCormick	20,045,586	430,528	1,328,283

Advisory Vote on Approval of the Compensation of the Company’s Named Executive Officers

Shares Voted For — 20,188,374	123,865	163,873	1,328,283

Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2022

Shares Voted For — 21,770,855	6,861	26,861

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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: April 29, 2022

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

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