Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On November 17, 2020, Wilson R. Jones, the current Chief Executive Officer of
Oshkosh Corporation (the "Company"), notified the Company of his intent to
retire from his position as Chief Executive Officer and his position as a
director of the Company effective April 2, 2021.
On the same day, as a result of Mr. Jones' intention to retire as Chief
Executive Officer, the Board of Directors of the Company (the "Board of
Directors") acted to elect John C. Pfeifer, the current President and Chief
Operating Officer of the Company, as Chief Executive Officer of the Company
effective April 2, 2021. The Board of Directors also elected Mr. Pfeifer as a
director of the Company, assuming that shareholders re-elect Mr. Jones as a
director of the Company at the 2021 annual meeting of the Company's
shareholders, to fill the vacancy that would be created by Mr. Jones' retirement
from the Board of Directors for an initial term expiring at the Company's 2022
annual meeting of shareholders. As a result, Mr. Pfeifer would serve in a dual
role as President and Chief Executive Officer effective April 2, 2021 and would
also serve as a member of the Board of Directors commencing that date.
Mr. Pfeifer, who is 55, joined the Company in 2019 as Executive Vice President
and Chief Operating Officer. In May 2020, Mr. Pfeifer assumed the position of
President and Chief Operating Officer of the Company. Prior to joining the
Company, he served as Senior Vice President and President - Mercury Marine, of
Brunswick Corporation, a designer, manufacturer and marketer of marine engines
and marine parts and accessories, from 2014 to 2019. Prior to that, Mr. Pfeifer
served as Vice President and President - Mercury Marine of Brunswick Corporation
from 2014 to 2018. Mr. Pfeifer is a director of The Manitowoc Company, Inc.
In connection with Mr. Pfeifer's election as Chief Executive Officer of the
Company, the Human Resources Committee of the Board of Directors of the Company
approved the following compensation actions: (i) an increase in Mr. Pfeifer's
base salary to $950,000 effective April 2, 2021; (ii) an increase in his target
percentage under the Company's management incentive plan to 130% effective April
2, 2021; (iii) a one-time grant of restricted stock units on April 2, 2021 with
a value on the grant date of $1,250,000, which will vest on a pro rata basis
over a three-year period; (iv) effective April 2, 2021, a revised Key Executive
Employment and Severance Agreement ("KEESA") between the Company and Mr. Pfeifer
to be based on the existing KEESA to which Mr. Pfeifer is a party except that
the revised agreement will provide for a three-year employment term following a
"Change in Control" rather than a two-year term; and (v) effective April 2,
2021, a severance agreement under which, if we terminate Mr. Pfeifer's
employment without cause or he terminates his employment for good reason, then,
provided he executes a release of claims, Mr. Pfeifer will be entitled to
receive severance compensation approximating two years' salary and target bonus,
together with welfare benefits.
The Board of Directors does not currently expect that Mr. Pfeifer will be named
to any committees of the Board of Directors at the time that he becomes a
director on April 2, 2021.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On November 17, 2020, the Board of Directors of the Company approved amendments
to the By-Laws of the Company (as amended, the "By-Laws"), amending Sections
2.03, 2.04, 2.06, and 2.08. The amendments permit the Company to hold meetings
of its shareholders by means of remote communication as authorized under the
Section 180.0709 of the Wisconsin Business Corporation Law. The amendments also
make certain related clarifying and conforming changes.
The foregoing description of the changes to the By-Laws does not purport to be
complete and is qualified in its entirety by reference to the full text of the
By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The exhibits listed in the exhibit index below are being filed
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