Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed, on May 24, 2018, Manitex International, Inc. (the
"Company") entered into a Securities Purchase Agreement (the "Purchase
Agreement") with Tadano Ltd., a Japanese company ("Tadano"). Pursuant to the
Purchase Agreement, so long as Tadano owns at least 10% of the issued and
outstanding shares of the Company's common stock, Tadano will have the right to
nominate one individual to serve on the Company's board of directors (the
"Board"), and the Company will nominate and recommend Tadano's nominee at each
election of directors. Pursuant to this arrangement and upon nomination by
Tadano, the Company appointed Ingo Schiller to serve as a director of the
Company, effective as of June 1, 2018.
On January 30, 2023, Mr. Schiller notified the Company of his resignation from
the Board, effective upon the appointment of Tadano's successor nominee to the
Board. Mr. Schiller's resignation was not due to a disagreement with the Company
on any matter relating to the Company's operations, policies or practices.
Pursuant to the Purchase Agreement, Tadano nominated Takashi Kiso, its Global
Officer, as its successor nominee, and upon such nomination by Tadano, the
Company appointed Mr. Kiso to the Board, effective January 31, 2023. Mr. Kiso
will serve as a director until the next annual meeting of shareholders of the
Company or until his successor is duly elected and qualified. Mr. Kiso has not
been appointed to any committees of the Board. Mr. Kiso will receive the
standard compensation for non-employee directors pursuant to the Company's
Non-Employee Director Plan, consisting of $10,000 cash fees per quarter and
periodic equity grants pursuant to the Company's 2019 Equity Incentive Plan. The
Company expects that equity grants received by Mr. Kiso in connection with his
service as a director of the Company will be assigned to Tadano.
Item 8.01. Other Items.
On January 31, 2023, the Company issued a press release regarding the
resignation of Mr. Schiller from the Board and appointment of Mr. Kiso to the
Board. A copy of the Company's press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated January 31, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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