gnrc20190614_8k.htm
false 0001474735 false GENERAC HOLDINGS INC. 0001474735 2019-06-13 2019-06-13

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 13, 2019

 

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)

 

(262) 544-4811

(Registrant’s telephone number, including area code)

 

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, $0.01 par value

GNRC

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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.

 

On June 13, 2019, Generac Holdings Inc. (the “Company”) held its annual meeting of stockholders in Waukesha, Wisconsin. At the meeting, the Company’s stockholders approved the Generac Holdings Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan replaces the Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”), such that no new awards will be made under the 2010 Plan. The number of shares of the Company’s common stock that may be the subject of awards and issued under the 2019 Plan is 2,675,000, plus any shares that were subject to outstanding awards under the 2010 Plan as of the effective date of the 2019 Plan, to the extent that the associated awards under the 2010 Plan expire, are forfeited or cancelled, or are settled in cash. Awards outstanding under the 2010 Plan as of the date the 2019 Plan became effective will continue to be subject to the terms of the 2010 Plan.

 

A description of the material terms of the 2019 Plan is set forth in the Company’s definitive proxy statement relating to the 2019 annual meeting of stockholders filed with the Securities and Exchange Commission on April 26, 2019.      

 

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

 

At the 2019 annual meeting of stockholders meeting, the Company’s stockholders (1) elected each of the Company’s director nominees listed below for a three-year term; (2) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; (3) approved an advisory, non-binding resolution to approve the compensation of the Company’s named executive officers; and (4) approved the 2019 Plan.

 

Proposal No.1 — Election of Directors

 

Name

Votes For

Withhold

Broker Non-Votes

       

John D. Bowlin

49,925,728

5,247,725

3,281,586

       

Aaron P. Jagdfeld

53,503,995

1,669,458

3,281,586

       

Andrew G. Lampereur

54,901,036

272,417

3,281,586

 

Proposal No. 2Ratification of the Appointment of Deloitte & Touche, LLP

 

Votes For

Votes Against

Abstentions

57,975,333

271,859

207,847

 

Proposal No. 3 — Advisory Vote on Executive Compensation

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

52,949,864

2,124,430

99,159

3,281,586

 

Proposal No. 4 Approval of Generac Holdings Inc. 2019 Equity Incentive Plan

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

52,166,416

2,984,575

22,462

3,281,586

 

 

 

 

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.

 

 

 

     

June 14, 2019

 

GENERAC HOLDINGS INC.

   
 

       By:

/s/ Raj Kanuru

 

 

Raj Kanuru

 

 

EVP, General Counsel & Secretary