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UNITED STATES
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): October 11, 2024
_______________________________
ENERPAC TOOL GROUP CORP.
(Exact name of registrant as specified in its charter)
_______________________________
| Wisconsin | 001-11288 | 39-0168610 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
N86 W12500 Westbrook Crossing
Menomonee Falls, Wisconsin 53051
Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (262) 293-1500
(Former name or former address, if changed since last report)
_______________________________
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.20 per share | EPAC | New York Stock Exchange |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2024, the Board of Directors (“Board”) of Enerpac Tool Group Corp. (the “Company”) appointed Darren M. Kozik as the Company’s Executive Vice President and Chief Financial Officer effective as of the commencement of Mr. Kozik’s employment with the Company, which is expected to be on or about October 28, 2024.
Mr. Kozik, age 47, has served since March 2023 as Senior Vice President—Global Corporate Finance of ManpowerGroup, a leading global workforce solutions company, after having served as Senior Vice President—North America Finance and Shared Services of ManpowerGroup from August 2018. Prior to ManpowerGroup, from May of 2016 to August of 2018, Mr. Kozik served first as the Chief Financial Officer of Mortara Instrument, and subsequently as Vice President and General Manager for the business. Mr. Kozik started his career at General Electric in 1999 and worked in roles of increasing scope and global responsibility, ending as the Chief Financial Officer of the Global Ultrasound business unit of GE Healthcare in 2016. Mr. Kozik received a BSBA in Economics from Saint Louis University and an MBA from the Kellogg School of Management at Northwestern University.
Upon joining the Company as Executive Vice President and Chief Financial Officer, Mr. Kozik will receive annual base salary at a rate of $485,000. He will participate in the Company’s annual bonus program for the fiscal year ending August 31, 2025, with a target cash bonus equal to 65% of his base salary, with the actual bonus amount to be prorated based on his period of service. In addition, in recognition of the forfeiture, as a result of his accepting this position with the Company, of long-term equity awards granted to him by his prior employer, Mr. Kozik is to receive initial equity awards, in the form of time-vesting restricted stock units (“RSUs”) to be granted on the 15th day of the month following the first fiscal quarter ending after the commencement of his employment, with RSUs having a grant date fair value of $225,000 vesting, subject to his continued employment, two years after the commencement of his employment and RSUs having a grant date fair value of $250,000 vesting, subject to his continued employment, three years after the commencement of his employment. Mr. Kozik will be eligible to receive annual equity awards consistent with the Company’s normal schedule for equity award grants to senior executive officers, typically with an expected aggregate grant date fair value of $500,000 allocated equally between RSUs and performance-based restricted stock units.
In connection with the commencement of his employment, and in recognition of his forfeiture of upcoming annual bonus payments from his prior employer and equity awards from his prior employer scheduled to vest in the next six months, Mr. Kozik will receive a signing bonus of $318,000. He will be required to repay all or some of the signing bonus in the event he voluntarily terminates his employment with the Company prior to the third anniversary of the date of his commencement of employment other than for “Good Reason” as defined in the Company’s Senior Officer Severance Plan (the “Senior Officer Severance Plan”), with the amount of the required repayment being based on the length of his service prior to departure. Mr. Kozik will be eligible to participate in the employee benefit plans, programs and policies generally available to the Company's senior executives, including group medical, dental, vision and life insurance and other fringe benefits and vacation, subject to the terms and conditions of such plans, programs and policies, including a monthly automobile allowance. Compensation payments to Mr. Kozik will be subject to the Company’s executive compensation recoupment policies (as it may be amended from time to time).
Mr. Kozik will also be eligible to receive in connection with the commencement of his employment a Change in Control Agreement similar in form to those in place generally for the Company’s other executive officers and benefits under the Senior Officer Severance Plan, which are described in the Company’s definitive proxy statement for its annual meeting of shareholders held on January 25, 2024, which descriptions are incorporated by reference herein.
The terms of Mr. Kozik’s employment are set forth in a letter agreement dated September 23, 2024 between Mr. Kozik and the Company, which was signed by Mr. Kozik on September 24, 2024. The foregoing description of Mr. Kozik’s compensation is qualified in its entirety by the terms of such letter agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein
As provided in the Board’s action on October 11, 2024, upon the effectiveness of his appointment as Executive Vice President and Chief Financial Officer, Mr. Kozik will be the Company’s principal financial officer, and P. Shannon Burns, who was appointed as Interim Principal Financial Officer effective on March 1, 2024, will cease serving in that role. At that time, Mr. Burns will continue to serve as the Company’s Head of Financial Planning, Operations, and Decision Support. In addition, as provided in the Board’s action on October 11, 2024, upon the effectiveness of Mr. Kozik’s appointment as Executive Vice President and Chief Financial Officer, Patrick Dawson, the Company’s Corporate Controller, who was appointed as Interim Principal Accounting Officer effective on March 1, 2024, shall continue to serve as the Company’s principal accounting officer with the additional title of Principal Accounting Officer.
Item 7.01. Regulation FD Disclosure.
On October 15, 2024, the Company issued a press release, which is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information set forth in this Item 7.01 and in Exhibit 99.1 is “furnished” under Item 7.01 of Form 8-K. Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
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.
| | ENERPAC TOOL GROUP CORP. |
| | | |
| | | |
| Date: October 15, 2024 | By: | /s/ James Denis |
| | | James Denis |
| | | Executive Vice President, General Counsel and Secretary |
| | | |
Exhibit 10.1
September 23, 2024
Mr. Darren Kozik
Dear Mr. Kozik:
Offer and Position
We are very pleased to extend an offer of employment to you for the position of Executive Vice
President & Chief Financial Officer (EVP-CFO) for Enerpac Tool Group Corp., a Wisconsin corporation (the "Company"). This
offer of employment is conditioned upon your satisfactory completion of certain requirements, as more fully explained in this letter.
Your employment is subject to the terms and conditions set forth in this letter.
Duties
In your capacity as EVP & CFO, you will be responsible for providing leadership
and critical control of all aspects of all Enerpac's finance functions. This position serves as a key strategic business partner to the
President and Chief Executive Officer, the executive leadership team and board of directors. The CFO plays an important role leading the
continued transformation of the company, helping to drive change, and participating in operational decision making. You will report directly
to Paul Sternlieb, the Company's President and Chief Executive Officer ("CEO").
This position will play a key role in assessing strategic priorities as well as
developing and implementing the company's strategic growth plan as a member of the Executive Team. From a functional perspective, you
will be responsible for leading all aspects of the finance function, ensuring compliance with the standards required of Enerpac. You
will provide leadership and guidance in all finance disciplines, including accounting and control; financial reporting; tax & treasury;
capital markets; financial planning and analysis; risk management; and information technology. You will liaise on financial matters with
both internal and external stakeholders, maintaining appropriate disclosure and effective and expeditious communications, while providing
strong leadership to a team of finance and accounting professionals located across the globe.
You agree to devote your full business time, attention, and best efforts to the
performance of your duties and to the furtherance of the Company's interests. Notwithstanding the foregoing, nothing in this letter shall
preclude you from devoting reasonable periods of time to charitable and community activities, managing personal investment assets, and,
with the prior approval of the Board, serving on other boards of directors.
Start Date
Subject to satisfaction of all the conditions described in this letter, your anticipated start
date is October 28, 2024 ("Start Date").
Base Salary
In consideration of your services, you will be paid a base salary at a rate of $485,000 per
year, subject to review annually, payable in accordance with the standard payroll practices of the Company and subject to all withholdings
and deductions as required by law.
Annual Bonus
You will participate in the fiscal 2025 bonus program and will have an opportunity to earn a
cash bonus (prorated from your Start Date through the end of fiscal year 2025) based on the achievement of the performance objectives
established by the Board for our senior executive team members. For fiscal 2025, your annual target cash bonus will be 65% of your base
salary. The final award will be subject to Board approval.
Equity Grants (LTI)
As a result of your acceptance of employment with the Company, and in recognition of the forfeiture
of equity awards granted to you by your current employer that are scheduled to vest in more than six months, you will be granted an initial
equity award of Restricted Stock Units (“RSUs”) with a grant date fair value of $475,000. These RSUs will be granted on the
15th of the month following next quarter end (December 15, 2024) in two (2) grants. The first Restricted Stock Units with a grant date
fair value of $225,000, will have a two (2) year cliff vest subject to continued employment. The second Restricted Stock Units with a
grant date fair value of $250,000, will have a three (3) year cliff vest subject to continued employment.
Your typical annual equity award will have an aggregate grant date fair value of $500,000 and
will take the form of 50% RSUs and 50% Performance Shares. The Performance Shares and RSUs are generally granted in or around October,
consistent with the Company’s normal schedule for equity award grants to senior executive officers.
Each equity grant will be priced based on the closing market price of the Company’s stock
on that award’s grant date and will be subject to the terms and conditions of the Enerpac Tool Group Corp. 2017 Omnibus Incentive
Plan (as amended and restated on November 9, 2020) and the specific award agreement for the grant.
Future Compensation
Adjustments for each full year of employment beginning in fiscal 2025 (prorated), your salary,
target bonus, and grant date fair value of any equity award will be determined by the CEO and the Board at their discretion. Your next
availability for a base salary merit increase will be January 2026, which will be pro-rated based on your start date.
Signing Bonus
You will be paid a signing bonus of $318,000 within 60 days of your start date to keep you whole
from your walkway bonus at your current employer as well as equity loss vesting in the next six months. Should you voluntarily terminate
(except for Good Reason as defined in the Company’s current Senior Officer Severance Plan (the “Senior Officer Severance Plan”),
Article 1 – Definitions) your employment with the Company prior to the three-year anniversary of the Payment Date, you agree to
repay the signing bonus per the following table:
| Length of Service |
Repayment Percentage |
| Less than 1 year |
100% |
| Greater than 1 year but less than 2 years |
67% |
| Greater than 2 years but less than 3 years |
33% |
If you are obligated to repay the signing bonus, you agree to do so within 30 days following
your termination. You hereby authorize the Company to immediately offset against and reduce any amounts otherwise due to you upon termination
for any amounts in respect of your obligation to repay the signing bonus. Any disputes related to this provision shall be resolved subject
to Article V, “Claims and Appeals Procedure” in the Senior Officer Severance Plan.
Executive Car Allowance
Enerpac’s executive car program entitles you to a monthly vehicle allowance of $1,350
per month. The allowance will be paid via payroll and will be subject to standard deductions.
Benefits and Perquisites
You will be eligible to participate in the employee benefit plans and programs generally available
to the Company's senior executives, including group medical, dental, vision and life insurance, subject to the terms and conditions of
such plans and programs. You will be entitled to paid vacation (20 days per calendar year, initially) in accordance with the Company’s
policies in effect from time to time. You will also be entitled to the fringe benefits and perquisites available to other senior executive
officers of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Company
reserves the right to amend, modify, or terminate any of its benefit plans or programs at any time and for any reason.
Change in Control Agreement and Severance Plan
Effective on commencement of your employment you will be entitled to a Change in Control Agreement,
similar in form to those in place for the Company’s other executive officers. Additionally, you will be entitled to participate
in the Company’s Senior Officer Severance Plan.
Withholding
All forms of compensation paid to you as an employee of the Company shall be less all applicable
withholdings.
Stock Ownership Requirements
As an EVP of the Company, you will be required to comply with the Company's stock ownership
requirements applicable to executive officers, which require the EVP to maintain stock ownership equal in value to at least three times
base salary within five years of the Start Date.
At-will Employment
Your employment with the Company will be for no specific period of time. Rather, your employment
will be at-will, meaning that you or the Company may terminate the employment relationship at any time, with or without cause, and with
or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the
at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Company.
ClawBack
Any amounts payable hereunder are addressed in and, to the extent legally permitted, subject
to the Enerpac Tool Group Corp. Executive Incentive Compensation Recoupment Policy, the Enerpac Tool Group Corp. Dodd-Frank Clawback Policy,
and/or the Enerpac Tool Group Corp. Management Incentive Compensation Recoupment Policy, as applicable and as may be amended from time
to time. The Company and/or the Talent Development and Compensation Committee of the Board of Directors will make any determination for
clawback or recovery in their discretion as applicable and in accordance with such policy and any applicable law or regulation.
Governing Law
This offer letter shall be governed by the laws of Wisconsin, without regard to any state’s
conflict of law principles.
Contingent Offer
This offer is contingent upon: a) verification of your right to work in the United States, as
demonstrated by your completion of an I-9 form upon hire and your submission of acceptable documentation (as noted on the I-9 form) verifying
your identity and work authorization within three days of your Start Date, and b) completion of your background check and drug screening
with results satisfactory to the Company. Moreover, in accordance with Enerpac’s Bylaws, the Talent Development & Compensation
Committee’s Charter, and the relevant and applicable plan documents, your total compensation package including the initial equity
grant is subject to Talent Development & Compensation Committee approval, and your appointment as an Executive Vice President is subject
to Board approval. We will seek these approvals immediately upon your acceptance of the role, but we do not anticipate any issues.
Representations
By accepting this offer, you represent that you are able to accept this job and carry out the
work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation, or
other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Company about any
such restrictions and provide the Company with as much information about them as possible, including any agreements between you and your
current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents
or proprietary data or materials of any kind, electronic or otherwise, with you from your current or any former employer to the Company
without written authorization from your current or a former employer, nor will you use or disclose any such confidential information during
the course and scope of your employment with the Company. If you have any questions about the ownership of documents or other information,
you should discuss such questions with your former employer before removing or copying the documents or information.
Your employment is subject to the terms and conditions set forth in this letter, as well as
final approval by the Board of Directors.
If you have any questions about the above details, please contact me. If the foregoing is acceptable,
please sign below and return this letter to me. This offer is open for you to accept until September 25, 2024, at which time it will be
deemed to be withdrawn.
Yours sincerely,
ENERPAC TOOL GROUP CORP.
By: /s/ Ben Topercer
Ben Topercer, EVP & CHRO
Acceptance of Offer
I have read, understood, and accept all the terms of the offer of employment as set forth in
the foregoing letter. I have not relied on any agreements or representations, express or implied, that are not set forth expressly in
the foregoing letter, and this letter supersedes all prior and contemporaneous understandings, agreements, representations, and warranties
(including the Senior Officer Severance Plan to the extent inconsistent with this letter), both written and oral, with respect to the
subject matter of this letter.
| By: /s/ Darren Kozik | |
Date: September 24, 2024 |
| Darren Kozik | |
|
EXHIBIT 99.1
Enerpac Tool Group Announces Darren Kozik Appointed EVP & Chief Financial Officer
MILWAUKEE, Oct. 15, 2024 (GLOBE NEWSWIRE) -- Enerpac Tool Group Corp. (NYSE: EPAC) (“Enerpac” or “the Company”) announced today that Darren M. Kozik is joining the Company as Executive Vice President and Chief Financial Officer effective October 28, 2024. He will report to Paul Sternlieb, President & CEO, and serve as a member of the Company’s executive leadership team. Mr. Kozik will provide leadership over all aspects of the Company’s finance and IT functions globally.
Mr. Kozik joins Enerpac Tool Group from ManpowerGroup, a leading global workforce solutions company. With 25 years of finance experience, he most recently held the position of SVP, Global Corporate Finance, where he led their global financial planning & analysis, mergers & acquisitions, treasury, procurement, and investor relations functions. Prior to ManpowerGroup, Mr. Kozik was the CFO of Mortara Instrument, where he led all aspects of the finance organization and subsequently was the VP & General Manager responsible for the overall business. Earlier in his career, Mr. Kozik worked in roles of increasing scope and global responsibility at General Electric. Mr. Kozik holds a BSBA in Economics from Saint Louis University and an MBA from the Kellogg School of Management at Northwestern University.
Paul Sternlieb, President & CEO, commented, “We are extremely pleased to announce the appointment of Darren Kozik as CFO. He brings a wealth of experience and expertise in all aspects of finance and will be instrumental as we continue to execute Enerpac’s growth strategy.”
Mr. Kozik added, “I’m thrilled to join Enerpac Tool Group, a leader in the industrial tools market and a company with an outstanding track record. The leadership’s clear commitment to growth makes this an especially exciting time to be joining the team."
About Enerpac Tool Group
Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving a broad and diverse set of customers and end markets for mission-critical applications in more than 100 countries. The Company makes complex, often hazardous jobs possible safely and efficiently. Enerpac Tool Group’s businesses are global leaders in high pressure hydraulic tools, controlled force products, and solutions for precise positioning of heavy loads that help customers safely and reliably tackle some of the most challenging jobs around the world. The Company was founded in 1910 and is headquartered in Menomonee Falls, Wisconsin. Enerpac Tool Group common stock trades on the NYSE under the symbol EPAC. For further information on Enerpac Tool Group and its businesses, visit the Company's website at www.enerpactoolgroup.com.
Contact:
Travis Williams
Director of Investor Relations
+1.262.293.1912
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duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Grafico Azioni Enerpac Tool (NYSE:EPAC)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Enerpac Tool (NYSE:EPAC)
Storico
Da Gen 2024 a Gen 2025
