Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Douglas Dynamics, Inc. (the "Company") announced that on October 28, 2020 the
Company's Board of Directors (the "Board") elected Lisa Rojas Bacus as a
director of the Company to serve until the 2021 annual meeting of stockholders
of the Company and until her successor is elected and qualified. Ms. Bacus will
be in the class of directors that will be up for re-election at the 2021 annual
meeting of stockholders. Also on October 28, 2020, James L. Packard announced to
the Board that he does not intend to stand for re-election as a director and
will retire from the Board at the end of his current term as a director,
effective immediately following the 2021 annual meeting of stockholders. Mr.
Packard has served as a director of the Company since 2010.
Ms. Bacus served as the Executive Vice President and Global Chief Marketing
Officer at Cigna Corporation, a global health care services company, from May
2013 until her retirement in July 2019. Prior to joining Cigna, Ms. Bacus was
the Executive Vice President and chief marketer at American Family Insurance
Group, a personal and commercial property and casualty company. Earlier in her
career, Ms. Bacus spent 22 years with Ford Motor Company, where she held a
number of executive leadership positions, including Executive Director of Global
Market Research and Insights, Executive Director of Global Marketing Strategy,
and head of marketing for Ford in Mexico. Ms. Bacus currently serves on the
boards of directors of publicly-traded Teradata Corporation and Selective
Insurance Group, Inc., as well as the board of privately-held Culver Franchising
System, Inc.
As a non-employee director, Ms. Bacus will be compensated in accordance with the
Company's compensation policies for non-employee directors, which are described
in the Company's Proxy Statement for the Annual Meeting of Stockholders filed
with the Securities and Exchange Commission on March 27, 2020. Upon her election
to the Board, Ms. Bacus will be entitled to receive a pro rata portion of the
annual cash retainer and annual equity award payable to non-employee directors.
There is no arrangement or understanding between Ms. Bacus and any other person
pursuant to which Ms. Bacus was elected as a director of the Company, and there
are no transactions in which Ms. Bacus has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
Ms. Bacus was elected by the Board to fill a vacancy created by the Board when
it increased the size of its Board from seven to eight directors pursuant to its
authority to determine the size of the Board as granted to it under the Fourth
Amended and Restated Bylaws of the Company.
Ms. Bacus will serve on each of the Audit, Compensation and Nominating and
Corporate Governance Committees of the Board.
A copy of the Company's press release announcing the election of Ms. Bacus and
the retirement of Mr. Packard after the 2021 annual meeting of stockholders is
attached hereto as Exhibit 99.1 and is incorporated herein by reference into
this Item 5.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
(99.1) Press Release, dated October 29, 2020, issued by Douglas Dynamics,
Inc.
(104.1) Cover Page Interactive Data File (the Cover Page Interactive Data File is
embedded within the Inline XBRL document).
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