UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Valmont Industries, Inc. elected Avner Applbaum as President and Chief Executive Officer on July 10, 2023. On July 31, 2023, the Board of Directors designated Mr. Applbaum as a member of the Board of Directors. The Board of Directors on July 31, 2023, on the recommendation of the Human Resources Committee, approved changes to the compensation for Mr. Applbaum as follows: (i) base salary increased to $950,000, (ii) annual incentive plan target bonus at 110% of base salary, prorated to the CEO start date, (iii) target long-term performance share plan incentives based on 207.5% of base salary with participation in the 2023 Plan prorated to the CEO start date and (iv) long-term option and RSU awards based on 207.5% of base salary. To achieve proration of the 2023 incentives, Mr. Applbaum was granted (i) an award of 1,804 performance shares in Valmont’s 2023-2025 Performance Share Plan, (ii) options exercisable for 3,661 shares at an exercise price of $264.75, vesting in three equal annual installments commencing July 31, 2024, and (iii) 1,133 restricted stock units, vesting in three equal annual installments commencing July 31, 2024.
Aaron Schapper became Group President Agriculture and Chief Strategy Officer effective July 31, 2023. The Human Resources Committee granted Mr. Schapper an incentive of 9,442 performance based restricted stock units, with 50% of the units vesting based on 2024 global irrigation business return on invested capital and operating income results and 50% vesting based on 2025 global irrigation business return on invested capital and operating income results.
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.
Valmont Industries, Inc. | ||||
Date: | August 3, 2023 | |||
By: | /s/ TIMOTHY P. FRANCIS | |||
Name: | Timothy P. Francis | |||
Title: | Interim Chief Financial Officer | |||