8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed May 6, 2026 · 1mo ago · Accession 0001193125-26-209097
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 06, 2026
The Manitowoc Company, Inc.
(Exact name of Registrant as Specified in Its Charter)
Wisconsin
1-11978
39-0448110
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
11270 West Park Place
Suite 1000
Milwaukee , Wisconsin
53224
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 414 760-4600
(Former Name or Former Address, if Changed Since Last Report)
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, $.01 Par Value
MTW
The New York Stock Exchange
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.
(e) At the 2026 Annual Meeting of Shareholders of The Manitowoc Company, Inc. (the “Company”) on May 5, 2026 (the “2026 Annual Meeting”), the Company’s shareholders approved The Manitowoc Company, Inc. 2025 Omnibus Incentive Plan as Amended and Restated (the “Amended and Restated Omnibus Plan”), including the grant of contingent equity awards to the Company’s named executive officers as disclosed under the heading “New Plan Benefits” in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 2026 (the “2026 Proxy Statement”). Additional information regarding the results of the 2026 Annual Meeting is set forth below under Item 5.07 of this Current Report on Form 8-K.
The purpose of the Amended and Restated Omnibus Plan was to authorize the Company to issue up to 1,800,000 additional shares of the Company’s common stock pursuant to awards under the Amended and Restated Omnibus Plan.
Following the approval of the Amended and Restated Omnibus Plan by the Company’s shareholders at the 2026 Annual Meeting, the Amended and Restated Omnibus Plan provides the Company with the authority to issue a total of 3,600,000 shares of the Company’s common stock. The Amended and Restated Omnibus Plan authorizes grants of stock options (including incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, annual cash incentives, long-term cash incentives, dividend equivalent units and other types of stock-based awards to officers, other employees, directors, consultants and advisors of the Company and its affiliates. Up to 3,600,000 shares of the Company’s common stock may be issued pursuant to the exercise of incentive stock options. The Board or the administrator of the Amended and Restated Omnibus Plan may terminate the Amended and Restated Omnibus Plan at any time. No award may be granted under the Amended and Restated Omnibus Plan after the tenth anniversary of the approval of the Amended and Restated Omnibus Plan by the shareholders at the 2026 Annual Meeting.
The Amended and Restated Omnibus Plan is described in detail in the Company’s 2026 Proxy Statement. In addition, the Amended and Restated Omnibus Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Amended and Restated Omnibus Plan set forth above is qualified in its entirety by reference to such materials.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s 2026 Annual Meeting on May 5, 2026, the Company’s shareholders voted on: (i) the election of nine directors; (ii) the approval of the Amended and Restated Omnibus Plan; (iii) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and (iv) an advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Company’s 2026 Proxy Statement.
The nominees named below were elected as directors at the 2026 Annual Meeting, each to serve a one-year term expiring at the Company’s Annual Meeting of Shareholders to be held in 2027 and until their respective successors are duly elected and qualified, by the indicated votes:
Name of Nominee
For
Withheld
Broker Non-Votes
Anne E. Bélec
22,539,622
538,996
5,553,880
Amy R. Davis
22,576,335
502,283
5,553,880
Ryan M. Gwillim
22,521,451
557,167
5,553,880
Kenneth W. Krueger
20,545,782
2,532,836
5,553,880
Robert W. Malone
22,523,108
555,510
5,553,880
C. David Myers
22,408,877
669,741
5,553,880
Aaron H. Ravenscroft
22,534,813
543,805
5,553,880
Mark B. Rourke
22,577,878
500,740
5,553,880
Randy A. Wood
22,584,938
493,680
5,553,880
The Amended and Restated Omnibus Plan was approved by the indicated votes:
For
Against
Abstentions
Broker Non-Votes
21,589,179
1,297,612
191,827
5,553,880
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified by the indicated votes:
For
Against
Abstentions
Broker Non-Votes
28,463,811
114,706
53,981
0
The advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement, was approved by the indicated votes:
For
Against
Abstentions
Broker Non-Votes
22,115,778
872,325
90,515
5,553,880
Further information concerning the matters voted upon at the 2026 Annual Meeting is contained in the 2026 Proxy Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
The Manitowoc Company, Inc. 2025 Omnibus Incentive Plan as Amended and Restated effective as of May 5, 2026 (incorporated by reference to Annex B to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 20, 2026).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
THE MANITOWOC COMPANY, INC.
Date:
May 6, 2026
By:
/s/ Jennifer L. Peterson
Jennifer L. Peterson
Executive Vice President, Chief Legal and People Officer
and Secretary
Filing details
- Company
- MANITOWOC CO INC
- Ticker
- MTW
- CIK
- 61986
- Form type
- 8-K
- Filing date
- May 6, 2026
- Report date
- May 6, 2026
- Document
- mtw-20260506.htm
- Size
- 606 KB