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gnrc20190531_sd.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM SD

Specialized Disclosure Report

 

 

 

Generac Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

  

001-34627

  

20-5654756

(State or other jurisdiction

  

(Commission

  

(IRS Employer

of incorporation)

  

File Number)

  

Identification No.)

 

S45 W29290 Hwy. 59

    

Waukesha, Wisconsin

  

53189

(Address of principal executive offices)

  

(Zip Code)

 

Raj Kanuru

Executive Vice President, General Counsel & Secretary

(262) 544-4811

 

(Name and telephone, including area code, of the person to contact in connection with this report).

 

 

 

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

 

 

☑

Rule 13p-1 under the Securities Exchange Act of 1934 (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2018.

 

 

 

 

 
 

 

Section 1 – Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

Conflict Minerals Disclosure

 

Generac Holdings Inc. has filed a Conflict Minerals Report for the year ended December 31, 2018 with the Securities and Exchange Commission. A copy of our Conflict Minerals Report is provided as Exhibit 1.01 to this report. It is also publicly available in the investor relations section of our website at www.Generac.com. Information on our web site shall not be deemed incorporated into, or to be a part of, this report.

 

Item 1.02 Exhibit

 

See Exhibit 1.01 filed with this Report.

 

Section 2 - Exhibits

 

Item 2.01 Exhibits

 

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

 

 

 

 

 

SIGNATURE

 

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

 

Date: May 31, 2019

 

 

 

Generac Holdings Inc. 

 

 

 

 

 

 

By:

 

 

Name: 

Raj Kanuru 

 

 

Title: 

Executive Vice President, General Counsel & Secretary 

 

 

ex_146220.htm

 

Exhibit 1.01

 

Conflict Minerals Report

Of

Generac Holdings Inc.

For the Year Ended December 31, 2018

 

 

 

Overview

 

Generac Holdings Inc. (the “company,” “Generac,” “we,” or “our”) has filed this report in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended Rule 13p-1 (“Report”). Rule 13p-1 was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting and disclosure requirements mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Rule 13p-1 imposes reporting obligations on public companies, including us, whose manufactured final products contain one or more conflict minerals that are necessary to the functionality or production of those products. For purposes of the Rule and the related disclosures, the term “Conflict Minerals” is defined to include cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold and are referred to in this report as “3TG.”

 

Generac is a leading designer and manufacturer of a wide range of power generation equipment and other engine-powered products serving the residential, light commercial, industrial, and construction markets. Generac uses 3TG in some of our products and has undertaken to investigate their origins. As described more fully below, we examined our products for the presence of 3TG and investigated the origins of the 3TG found to be present in identified items. We also conducted a survey of our suppliers for the reporting period ending December 31, 2018. Our standard supplier agreement requires compliance with the content of our Conflict Mineral Policy and applicable laws.

 

Our due diligence framework was designed to be consistent with the Organization for Economic Co-operation and Development (“OECD”) OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. The due diligence measures we performed are presented below according to the five (5) step framework established by the OECD.

 

Due Diligence Performed

 

Step 1. Establish Strong Company Management Systems

 

Conflict Minerals Policy (“Policy”)

 

Generac has adopted a Policy related to our sourcing of 3TG which is available to the public in the Investor Relations, Corporate Governance Highlights of our website at www.Generac.com.

 

 
 

 

 Internal Team

 

Generac has established a management system to support supply chain due diligence related to 3TG. Our management system includes a Conflict Mineral Steering Committee consisting of a cross-functional senior management team from global trade compliance, supply chain, financial reporting, and legal. Our team is responsible for implementing our conflict minerals program and is led by our Executive Vice President, Strategic Global Sourcing.

 

Control Systems

 

We relied on our direct suppliers to provide information on the origin of any 3TG contained in items that they supply to us — including any 3TG supplied to them from lower tier suppliers and the origin of the smelters involved in the refining of the material.

 

Grievance Mechanism

 

Our Corporate Governance Helpline acted as our grievance mechanism whereby employees and suppliers could report violations of our Code of Ethics and Business Conduct (“Code”). Our Code was, and remains, available on our website in the Investor Relations, Corporate Governance Highlights section of our website at www.Generac.com.

 

Step 2. Identify and Assess Risks in the Supply Chain

 

We conducted our supplier survey pursuant to the following steps:

 

 

1.

Developed a relevant corporate supplier list.

 

 

2.

Engaged a third party vendor to assist with data collection and reporting.

 

 

3.

Provided suppliers with a copy of our survey and instructed them to submit their response within the allotted time period.

 

 

4.

Those suppliers who did not respond to the initial inquiry were sent a second round of surveys requesting their response, and suppliers who still did not respond were sent a third round of surveys.

 

Step 3. Design and Implement a Strategy to Respond to Identified Risks

 

 

●

The responses were reviewed by the Company for completeness and consistency of answers. The Company requested suppliers to provide corrections and clarifications where needed.

 

 

●

Senior management was briefed about our due diligence efforts and findings along with the Audit Committee of our Board of Directors.

 

 
 

 

Step 4. Independent Third-Party Audit

 

No audit is deemed necessary for calendar year 2018.

 

Step 5. Report Annually on Supply Chain Due Diligence

 

This Report constitutes our annual report on our 3TG due diligence and is available on our website www.Generac.com/investorrelations and is filed with the SEC.

 

Expected Future Actions

 

We have taken, and intend to take, the following steps to mitigate the risk that Conflict Minerals contained in our products could benefit armed groups in the DRC.

 

 

Engage with suppliers and, as necessary, improve the content of the supplier survey responses.
 

Continue assessing and responding to supply chain risks.

 

 

 

 

Caution Concerning Forward-Looking Statements

 

Certain statements in this report may be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “intend(s),” “expects,” “plans,” “believes,” “estimates,” “anticipates,” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future plans, and any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these forward-looking statements. As a result, these statements speak only as of the date they are made and we undertake no obligation to update or revise any forward-looking statement, except as required by federal securities laws.