DEFR14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒   Definitive Proxy Statement
☐   Definitive Additional Materials
☐   Soliciting Material Pursuant to §240.14a-12
The Manitowoc Company, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒   No fee required.
☐   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  1)  

Title of each class of securities to which transaction applies:

 

 

   

 

  2)  

Aggregate number of securities to which transaction applies:

 

 

   

 

  3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

   

 

  4)  

Proposed maximum aggregate value of transaction:

 

 

   

 

  5)   Total fee paid:
   
   

 

☐   Fee paid previously with preliminary materials.
☐   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  1)  

Amount Previously Paid:

 

 

   

 

  2)  

Form, Schedule or Registration Statement No.:

 

 

   

 

  3)  

Filing Party:

 

 

   

 

  4)  

Date Filed:

 

 

   

 

SEC 1913 (02-02)   Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

EXPLANATORY NOTE

The Manitowoc Company, Inc. (the “Company”) is filing the attached revised Definitive Proxy Statement on Schedule 14A related to the Company’s 2017 Annual Meeting of Shareholders to correct matters related to the voting choices on the proxy card with respect to proposal 4, the advisory vote related to the frequency of future advisory votes to approve named executive officer compensation. This filing does not update any other information set forth in the proxy statement.

LOGO

 

ANNUAL MEETING OF THE MANITOWOC COMPANY, INC.
Date:    Tuesday, May 2, 2017
Time:    9:00 A.M. (CDT)
Place:    Holiday Inn, 4601 Calumet Avenue, Manitowoc, Wisconsin

Please make your marks like this: ☒ Use dark black pencil or pen only

Board of Directors Recommends a Vote FOR proposals 1 through 3 and for 1 YEAR for proposal 4.

 

1: Election of Directors

  For       Withhold      

Directors
Recommend

LOGO

    01 José María Alapont

   ☐     ☐    

For

 

    02 Robert G. Bohn

   ☐     ☐    

For

 

    03 Donald M. Condon, Jr.

   ☐     ☐    

For

 

    04 Anne M. Cooney

   ☐     ☐    

For

 

    05 Kenneth W. Krueger

   ☐     ☐    

For

 

    06 Jesse A. Lynn

   ☐     ☐    

For

 

    07 C. David Myers

   ☐     ☐    

For

 

    08 Barry L. Pennypacker

   ☐     ☐    

For

 

    09 John C. Pfeifer

   ☐     ☐    

For

    For   Against   Abstain        

2: The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

   ☐   ☐   ☐     For

3: An advisory vote to approve the compensation of the Company’s named executive officers.

   ☐   ☐   ☐     For
    1 Year   2 Years   3 Years   Abstain  

1 Year

4: An advisory vote related to the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.

   ☐   ☐   ☐   ☐  

5: Such other business as may properly come before the Annual Meeting.

          

 

Comments: Please print your comments below.

 

    

 

To attend the meeting and vote your shares in person, please mark this box.    ☐
Authorized Signatures - This section must be completed for your Instructions to be executed.   

 

 

   

 

Please Sign Here            Please Date Above        

 

   

 

Please Sign Here    Please Date Above

Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

 

LOGO

LOGO

Annual Meeting of The Manitowoc Company, Inc.

to be held on Tuesday, May 2, 2017

for Holders as of February 28, 2017

This proxy is being solicited on behalf of the Board of Directors

 

 

 

LOGO

 

  

INTERNET

 

   VOTE BY:                  LOGO  

TELEPHONE

 

           
Go To     866-390-5369
www.proxypush.com/mtw  

•  Cast your vote online.

   OR  

•  Use any touch-tone telephone.

•  View Meeting Documents.

    

•  Have your Proxy Card/Voting Instruction Form ready.

   

•  Follow the simple recorded instructions.

 

LOGO  MAIL

  

 

                   OR          

•  Mark, sign and date your Proxy Card/Voting Instruction Form.

   

•  Detach your Proxy Card/Voting Instruction Form.

   

•  Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided.

The undersigned hereby appoints Barry L. Pennypacker and Louis F. Raymond, and each of them, as proxies for the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of The Manitowoc Company, Inc. that the undersigned is entitled to vote at the meeting and any adjournment of the meeting upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment of the meeting, conferring authority upon such true and lawful proxies to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy previously given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS IN PROPOSAL 1, FOR PROPOSALS 2 AND 3 AND FOR 1 YEAR ON PROPOSAL 4, AND AUTHORITY WILL BE DEEMED GRANTED UNDER PROPOSAL 5.

All votes must be received by 5:00 P.M., Eastern Time, May 1, 2017.

All votes for 401(k) participants must be received by 5:00 P.M., Eastern Time, April 26, 2017.

 

    PROXY TABULATOR FOR
    THE MANITOWOC COMPANY, INC.
    P.O. BOX 8016
         CARY, NC 27512-9903
        
        

 

         
     
EVENT #      

 

CLIENT #

      
     
         
 

  LOGO       

Proxy — The Manitowoc Company, Inc.

Proxy/Voting Instructions Solicited on Behalf of the Board of Directors for the Annual Meeting of Shareholders on May 2, 2017.

 

The undersigned appoints Barry L. Pennypacker and Louis F. Raymond or either of them as proxies for the undersigned, with full power of substitution to vote the shares of stock of The Manitowoc Company, Inc. (“the Company”), of the undersigned at the Annual Meeting of Shareholders of the Company to be held at the Holiday Inn Manitowoc located at 4601 Calumet Ave., Manitowoc, Wisconsin on Tuesday, May 2, 2017 at 9:00 a.m. (CDT).

 

As set forth in the enclosed proxy materials, the following matters of business are scheduled to be acted upon at the meeting:

   

 

1.

   

 

The election of nine directors;

   

 

2.

   

 

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017;

   

 

3.

   

 

An advisory vote to approve the compensation of the Company’s named executive officers;

   

 

4.

   

 

An advisory vote related to the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.

   

 

5.

   

 

Such other business as may properly come before the Annual Meeting.

   

 

The Board of Directors of the Company recommends the following votes:

   

 

•

   

 

FOR election of the nine directors named in the enclosed proxy materials; if elected, each director will serve a one-year term expiring at the Annual Meeting of Shareholders in 2018;

   

 

•

   

 

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017;

   

 

•

   

 

FOR approval of the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of the Proxy Statement; and

   

 

•

   

 

For holding future advisory votes to approve the compensation of the Company’s named executive officers EVERY YEAR.

   

 

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” the election of directors in Proposal 1, “FOR” Proposals 2 and 3 and for “1 Year” on Proposal 4, and authority will be deemed granted under Proposal 5.

 

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE), but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The proxies cannot vote your shares unless you sign and return this card.