Additional Proxy Soliciting Materials (definitive) (defa14a)
April 10 2017 - 10:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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The Manitowoc Company, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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SEC 1913 (02-02)
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control
number.
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THE MANITOWOC COMPANY, INC.
2400 South 44
th
Street
P.O. Box 66
Manitowoc, Wisconsin 54221-0066
(920) 684-4410
SUPPLEMENT TO PROXY STATEMENT
Dear Shareholder:
The information contained herein supplements the definitive proxy statement of The Manitowoc Company, Inc. (the Company), which was originally filed with the Securities and Exchange Commission
(the SEC) on March 17, 2017 (the Proxy Statement), relating to the Companys 2017 Annual Meeting of Shareholders, which will be held at the Holiday Inn Manitowoc, located at 4601 Calumet Avenue, Manitowoc, Wisconsin
54220, on Tuesday, May 2, 2017, at 9:00 a.m. (CDT). This supplement is being filed with the SEC, posted on
www.proxydocs.com/mtw
, and mailed to shareholders of record as of February 28, 2017, the record date for the 2017 Annual Meeting,
beginning on or about April 10, 2017.
It recently came to the Companys attention that the voting
choices on the proxy card, website and telephone interface for proposal 4, the advisory vote related to the frequency of future advisory votes to approve the compensation of the Companys named executive officers, did not include the option to
vote for 1 year, 2 years or 3 years. As a result, the voting options for proposal 4 have been corrected and a revised proxy card was filed with the SEC on April 7, 2017. Shareholders who originally received a copy of the proxy card by mail are being
sent a revised proxy card along with this supplement. Shareholders who received an Important Notice Regarding the Availability of Proxy Materials are directed to visit
www.proxydocs.com/mtw
.
If you already voted FOR proposal 4, the Company will assume that you continue to support holding annual
advisory votes to approve named executive officer compensation unless you complete a duly executed proxy or voting instruction bearing a later date. If you voted AGAINST proposal 4 and would like the Company to know your frequency
preference, you will need to complete a new proxy or voting instruction, otherwise the Company will treat your vote on this proposal as an abstention. If you marked ABSTAIN for proposal 4, the Company will continue to treat your vote on
this proposal as an abstention unless you complete a duly executed proxy or voting instruction bearing a later date.
As a reminder, the Board of Directors continues to recommend that shareholders vote:
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FOR
election of the nine directors named in the Proxy Statement for one-year terms expiring at the 2018 Annual Meeting of Shareholders;
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FOR
the ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2017;
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FOR
approval of the compensation of the Companys named executive officers, as disclosed in the Compensation Discussion and Analysis and
the Executive Compensation sections of the Proxy Statement; and
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For holding future advisory votes to approve the compensation of the Companys named executive officers
EVERY YEAR
(i.e., 1
Year on the proxy card or voting instruction).
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This supplement does not update any
other information set forth in the Proxy Statement. As a reminder, a proxy may be revoked at any time before it is exercised by filing a written notice of revocation with the Secretary of the Company, by delivering a duly executed proxy bearing a
later date, or by voting in person at the 2017 Annual Meeting.
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Sincerely,
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LOUIS F. RAYMOND
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Vice President, General Counsel and Secretary
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The date of this supplement to the Proxy Statement is April 10, 2017
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