Columbus McKinnon Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CMCO
Construction/Ag Equipment/Trucks
Industrials
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): August 15, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number including area code: (716 ) 689-5400
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| (Former name or former address, if changed since last report) | ||||||||||||||
Securities registered pursuant to Section 12(b) of the Act:
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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 (§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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | ||||
The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Columbus McKinnon Corporation (the “Company”) was held on August 15, 2025.
At the Annual Meeting, shareholders approved each of management’s proposals, which consisted of: (i) the election of nine (9) directors, each of whom will serve as a director of the Company for a term of one (1) year and until his or her successor is duly elected and qualified; (ii) the advisory vote on executive compensation; (iii) the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2026; (iv) the elimination of restrictions on the issuance of shares of the Company’s common stock in connection with the conversion of the Company’s Series A Cumulative Convertible Participating Preferred Shares, par value $1.00 per share (“Preferred Shares”) and on the voting of the Preferred Shares for the purposes of complying with Nasdaq Listing Rule 5635 (the “Nasdaq Listing Rules Proposal”); (v) the amendment of the Company’s restated certificate of incorporation to increase the number of authorized shares of the Company’s common stock (the “Authorized Shares Proposal”); (vi) the amendment of the Company’s restated certificate of incorporation to permit exercise of preemptive rights by CD&R XII Keystone Holdings, L.P. and its affiliated funds (the “Preemptive Rights Proposal”); and (vii) the adjournment of the Annual Meeting to a later date, or dates, if necessary, to permit further solicitation of proxies in the event there were not sufficient votes at the time of Annual Meeting to adopt the Nasdaq Listing Rules Proposal, the Authorized Shares Proposal, or the Preemptive Rights Proposal (the “Adjournment Proposal”).
The voting results of the director elections, the advisory vote on executive compensation, the ratification of the appointment of Ernst & Young LLP, and the approval of the Nasdaq Listing Rules Proposal, Authorized Shares Proposal, Preemptive Rights Proposal and Adjournment Proposal, which each were described in more detail in the definitive proxy statement relating to the Annual Meeting that the Company filed with the Securities and Exchange Commission on June 30, 2025, are set forth below.
Proposal 1: Election of Directors
The following table reflects the tabulation of the votes with respect to each director who was elected at the Annual Meeting. Each director received a majority vote.
| Name | Votes For | Votes Against | Votes Withheld | Broker Non-Vote | ||||||||||
| David J. Wilson | 20,074,293 | 620,862 | 6,144 | 2,748,270 | ||||||||||
| Gerald G. Colella | 19,925,719 | 769,388 | 6,192 | 2,748,270 | ||||||||||
| Chad R. Abraham | 20,076,897 | 618,459 | 5,943 | 2,748,270 | ||||||||||
| Aziz S. Aghili | 19,899,063 | 796,032 | 6,204 | 2,748,270 | ||||||||||
| Jeanne Beliveau-Dunn | 19,959,455 | 727,834 | 14,010 | 2,748,270 | ||||||||||
| Kathryn V. Bohl | 20,074,426 | 614,034 | 12,839 | 2,748,270 | ||||||||||
| Michael Dastoor | 20,076,438 | 617,498 | 7,363 | 2,748,270 | ||||||||||
| Chris J. Stephens, Jr. | 20,184,242 | 511,365 | 5,692 | 2,748,270 | ||||||||||
| Rebecca Yeung | 20,101,332 | 587,127 | 12,840 | 2,748,270 | ||||||||||
Proposal 2: Advisory Vote on Executive Compensation
The following table reflects the tabulation of the votes with respect to the approval of the advisory vote on executive compensation:
| Votes For | Votes Against | Abstained | Broker Non-Vote | ||||||||
| 18,941,348 | 1,734,281 | 25,670 | 2,748,270 | ||||||||
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The following table reflects the tabulation of the votes with respect to the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year ending March 31, 2026:
| Votes For | Votes Against | Abstained | Broker Non-Vote | ||||||||
| 22,692,353 | 569,431 | 187,785 | — | ||||||||
Proposal 4: The Nasdaq Listing Rules Proposal
The following table reflects the tabulation of the votes with respect to the approval of the Nasdaq Listing Rules Proposal:
| Votes For | Votes Against | Abstained | Broker Non-Vote | ||||||||
| 19,470,889 | 1,219,288 | 11,122 | 2,748,270 | ||||||||
Proposal 5: The Authorized Shares Proposal
The following table reflects the tabulation of the votes with respect to the approval of the Authorized Shares Proposal:
| Votes For | Votes Against | Abstained | Broker Non-Vote | ||||||||
| 19,901,159 | 787,147 | 12,993 | 2,748,270 | ||||||||
Proposal 6: The Preemptive Rights Proposal
The following table reflects the tabulation of the votes with respect to the approval of the Preemptive Rights Proposal:
| Votes For | Votes Against | Abstained | Broker Non-Vote | ||||||||
| 19,873,742 | 815,154 | 12,403 | 2,748,270 | ||||||||
Proposal 7: The Adjournment Proposal
The following table reflects the tabulation of the votes with respect to the approval of the Adjournment Proposal:
| Votes For | Votes Against | Abstained | Broker Non-Vote | ||||||||
| 19,158,912 | 1,532,663 | 9,724 | 2,748,270 | ||||||||
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. | ||||
(d) Exhibits.
| EXHIBIT NUMBER | DESCRIPTION | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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 thereunto duly authorized.
| COLUMBUS McKINNON CORPORATION | |||||
| By: | /s/ Alan S. Korman | ||||
| Name: | Alan S. Korman | ||||
| Title: | SVP General Counsel, Corporate Development, | ||||
| and Corporate Secretary | |||||
Dated: August 18, 2025