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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): December 4, 2024
 
Alamo Group Inc.
(Exact name of registrant as specified in its charter)
 
State of Delaware
0-21220
74-1621248
(State or other jurisdiction of incorporation)(Commission File No.)(IRS Employer Identification No.)
  
1627 E. Walnut, Seguin, Texas
78155
(Address of Registrant’s principal executive offices)(Zip Code)
(830) 379-1480
Registrant's telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value
$.10 per share
ALGNew York Stock Exchange
 
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At a meeting of Alamo Group Inc.’s (the “Company”) Board of Directors (the “Board”) on December 4, 2024, the Board increased the size of the Board from eight to nine members and elected Ms. Colleen Haley as a director effective immediately. The Board determined that Ms. Haley is independent in accordance with the rules of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Ms. Haley will initially be a member of the Audit and Compensation Committees of the Board.

Ms. Haley, 57, has been Chief Executive Officer of Quality Metalcraft/Experi-Metal, Inc. (“QMC-EMI”) since March 2021. Based in Livonia, Michigan, QMC-EMI is a leading metal fabrication company serving the automotive, commercial vehicle, aerospace, and defense industries. Prior to her role with QMC-EMI, Ms. Haley was Group VP, Operations, Americas with Parker Hannifin Corporation from 2016 to 2021. From 2000 to 2016, Ms. Haley held various senior managerial positions with Yazaki Corporation, including leading Yazaki’s business in South America. From 1991 to 1995, Ms. Haley held managerial positions with ALCOA, and from 1995 to 2000, with a joint venture, Alcoa Fujikura Ltd. Ms. Haley holds both a Bachelor of Science and Master of Science from Michigan State University.

In connection with her election as a director, Ms. Haley will receive 259 shares of restricted stock awards pursuant to the Company's 2019 Equity Incentive Plan. The restricted stock awards will vest ratably over the next three years. In addition, Ms. Haley will be eligible to participate in the Company's director compensation arrangements which are more fully described in the Company's 2024 definitive proxy statement.

The Company is not aware of any related party transactions between Ms. Haley, on the one hand, and the Company, on the other hand, subject to disclosure pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Haley and any other person pursuant to which Ms. Haley was selected as a director.

A copy of the press release regarding the election of Ms. Haley to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.


Item 9.01    Financial Statements and Exhibits
Exhibit 104 - Cover Page Interactive Data File - Inline XBRL for the cover page of this Current Report on Form 8-K



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 hereunto duly authorized.
 
December 4, 2024
By:  /s/ Edward T. Rizzuti         
  Edward T. Rizzuti,
 Chief Legal Officer & Secretary



image.jpg
For:Alamo Group Inc.
Contact:Agnes Kamps
Executive Vice President & CFO
830-372-9620
Financial Relations Board
Joe Calabrese
212-827-3772


ALAMO GROUP INC. ANNOUNCES BOARD EXPANSION AND
APPOINTMENT OF NEW DIRECTOR

SEGUIN, Texas, December 4, 2024 -- Alamo Group Inc. (NYSE: ALG) today announced that it has expanded the membership of its Board of Directors from eight to nine members and has appointed Colleen Haley as a new independent member of the Board effective December 4, 2024.

Ms. Haley, 57, has been Chief Executive Officer of Quality Metalcraft/Experi-Metal, Inc. (“QMC-EMI”) since March 2021. Based in Livonia, Michigan, QMC-EMI is a leading metal fabrication company serving the automotive, commercial vehicle, aerospace, and defense industries. Prior to her role with QMC-EMI, Ms. Haley was Group VP, Operations, with Parker Hannifin Corporation from 2016 to 2021. From 2000 to 2016, Ms. Haley held various senior managerial positions with Yazaki Corporation, including leading Yazaki’s business in South America. From 1991 to 1995, Ms. Haley held managerial positions with ALCOA, and from 1995 to 2000, with a joint venture, Alcoa Fujikura Ltd. Ms. Haley holds both a Bachelor of Science and Master of Science from Michigan State University.

Rick Parod, Alamo Group’s Independent Board Chair, said “Colleen brings valuable global experience gained working in various managerial positions with several sophisticated companies. Her career has progressed through a variety of strategy, commercial, operational, and human resources functional roles prior to her managerial roles, giving her a broad perspective that will be an asset to the Board. We are extremely pleased that Colleen has joined Alamo Group’s Board.”


About Alamo Group
Alamo Group is a leader in the design, manufacture, distribution, and service of high-quality equipment for vegetation management, infrastructure maintenance and other applications. Our products include truck and tractor mounted mowing and other vegetation maintenance equipment, street sweepers, snow removal equipment, excavators, vacuum trucks, other industrial equipment, agricultural implements, forestry equipment and related after-market parts and services. The Company, founded in 1969, has approximately 4,000 employees and operates 28 plants in North America, Europe, Australia, and Brazil as of September 30, 2024. The corporate offices of Alamo Group Inc. are located in Seguin, Texas.



Forward Looking Statements
This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Among those factors which could cause actual results to differ materially are the following: adverse economic conditions which could lead to a reduction in overall market demand, supply chain disruptions, labor constraints, increasing costs due to inflation, disease outbreaks, geopolitical risks, including effects of the war in the Ukraine and the Middle East, competition, weather, seasonality, currency-related issues, and other risk factors listed from time to time in the Company’s SEC reports. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date.


v3.24.3
Cover
Dec. 04, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 04, 2024
Entity Registrant Name Alamo Group Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 0-21220
Entity Tax Identification Number 74-1621248
Entity Address, Address Line One 1627 E. Walnut
Entity Address, City or Town Seguin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78155
City Area Code 830
Local Phone Number 379-1480
Title of 12(b) Security Common Stock, par value$.10 per share
Trading Symbol ALG
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000897077
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