UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. |
On July 20, 2023, the Board of Directors (the “Board”) of Lincoln Electric Holdings, Inc. (the “Company”) increased its size from ten to eleven members and elected Bonnie J. Fetch to fill the resulting vacancy. Ms. Fetch was also appointed to the Audit and the Finance Committees of the Board. Ms. Fetch is the Vice President, Global Supply Chain and Manufacturing for Cummins Inc., a global power technology solutions leader.
The Board has determined that Ms. Fetch is independent under the listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Ms. Fetch and any other persons pursuant to which Ms. Fetch was elected as a Director.
As a non-employee, independent Director, Ms. Fetch will receive compensation in the same manner as the Company’s other non-employee Directors, which compensation was previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 17, 2023. The initial restricted stock unit award is pro-rated based on length of service until the next regularly scheduled meeting where annual awards are granted, which will occur in December 2023. Ms. Fetch received 264 restricted stock units under the Company’s Stock Plan for Non-Employee Directors in connection with her election to the Board.
The Company is entering into its standard indemnification agreement with Ms. Fetch (the “Indemnification Agreement”). The form of the Indemnification Agreement is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 29, 2012 and is incorporated herein by reference. The Indemnification Agreement supplements the indemnification coverage afforded by the Company’s Amended and Restated Code of Regulations under Ohio law.
A copy of the Company’s press release announcing the election of Ms. Fetch is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release announcing the election of Bonnie J. Fetch to the Board, dated July 21, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| LINCOLN ELECTRIC HOLDINGS, INC. | ||||||
| Date: July 21, 2023 | By: | /s/ Jennifer I. Ansberry | ||||
| Jennifer I. Ansberry, Executive Vice President, General Counsel & Secretary | ||||||