Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 17, 2024

MANITEX INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Michigan

001-32401

42-1628978

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9725 Industrial Drive, Bridgeview, Illinois 60455

(Address of Principal Executive Offices) (Zip Code)

(708) 430-7500

(Registrant’s Telephone Number, Including Area Code)

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))

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, no par value

MNTX

The NASDAQ Stock Market LLC

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. ☐

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, Shinichi Iimura has served as a director of the Company since January 30, 2024.

On June 17, 2024, Mr. Iimura notified the Company of his resignation from the Board, effective immediately, due to personal health reasons. Mr. Iimura’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 Fukui, the Executive Officer, International Sales Division of Tadano, as its successor nominee, and upon such nomination by Tadano, the Company appointed Mr. Fukui to the Board, effective June 18, 2024. Mr. Fukui will serve as a director until the Company’s 2024 annual meeting of shareholders, which is scheduled to be held on June 25, 2024 (the “2024 Annual Meeting”), or until his successor is duly elected and qualified. Mr. Fukui has not been appointed to any committees of the Board at this time. Mr. Fukui 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.

In light of Mr. Iimura’s resignation, he is not available to, and will not, stand for election at the 2024 Annual Meeting. The Board has nominated Mr. Fukui to be a substitute nominee for election at the 2024 Annual Meeting in place of Mr. Iimura. Additional information relating to Mr. Fukui and his proposed election as a director at the 2024 Annual Meeting will be provided in a supplement to the Company’s Proxy Statement that will be filed with the Securities and Exchange Commission.

Item 8.01.

Other Items.

On June 18, 2024, the Company issued a press release regarding the resignation of Mr. Iimura from the Board and appointment of Mr. Fukui 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 June 18, 2024.

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MANITEX INTERNATIONAL, INC.

By:		/S/ JOSEPH DOOLAN
Name:		Joseph Doolan
Title:		Chief Financial Officer

Date: June 18, 2024

Exhibit 99.1

LOGO

MANITEX INTERNATIONAL ANNOUNCES

NEW BOARD OF DIRECTORS APPOINTMENT

Bridgeview, IL, June 18, 2024 – Manitex International, Inc. (NASDAQ: MNTX) (“Manitex” or the “Company”), a leading international provider of truck cranes, specialized industrial equipment, and construction equipment rental solutions to infrastructure and construction markets, today announced that, effective June 17, 2024, Shinichi Iimura has resigned from the Company’s Board of Directors. Mr. Iimura resigned for personal health reasons and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company has appointed Takashi Fukui to the Board of Directors to replace Mr. Iimura, effective June 18, 2024.

“On behalf of the Board of Directors, I would like to express our sincere gratitude to Shinichi for his dedicated service and contribution to Manitex and wish him all the best,” said David Langevin, Executive Chairman. “We are pleased to welcome Takashi to the Board of Directors, a seasoned industry veteran with over 30 years of experience in the global heavy equipment industry. Takashi brings significant experience in global manufacturing, sales and distribution that will be invaluable as we continue to successfully execute on our Elevating Excellence transformation strategy.”

Mr. Fukui has meaningful experience in the heavy equipment industry with specialized expertise in international business, strategy, and manufacturing and distribution. Before joining Tadano in 2021, Mr. Fukui spent 30 years with Marubeni Corporation, mainly with its earth moving equipment business, with over 13 years of overseas assignments for distributor operations in the United Kingdom, Australia and Peru. Mr. Fukui concurrently serves on the Boards of Directors for Tadano’s subsidiaries in America, Australia, Singapore, Thailand and India.

ABOUT MANITEX INTERNATIONAL

Manitex International is a leading provider of mobile truck cranes, industrial lifting solutions, aerial work platforms, construction equipment and rental solutions that serve general construction, crane companies, and heavy industry. The company engineers and manufactures its products in North America and Europe, distributing through independent dealers worldwide. Our brands include Manitex, PM, Oil & Steel, Valla, and Rabern Rentals.

FORWARD-LOOKING STATEMENTS

Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995: This release contains statements that are forward-looking in nature which express the beliefs and expectations of management including statements regarding the Company’s expected results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “will,” “should,” “could,” and similar expressions. Such

statements are based on current plans, estimates and expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. These factors and additional information are discussed in the Company’s filings with the Securities and Exchange Commission and statements in this release should be evaluated in light of these important factors. Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

IR CONTACT

Paul Bartolai or Noel Ryan

MNTX@val-adv.com

Document and Entity Information	Jun. 17, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001302028
Document Type	8-K
Document Period End Date	Jun. 17, 2024
Entity Registrant Name	MANITEX INTERNATIONAL, INC.
Entity Incorporation State Country Code	MI
Entity File Number	001-32401
Entity Tax Identification Number	42-1628978
Entity Address, Address Line One	9725 Industrial Drive
Entity Address, City or Town	Bridgeview
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60455
City Area Code	(708)
Local Phone Number	430-7500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, no par value
Trading Symbol	MNTX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false