0000102729
false
0000102729
2023-07-11
2023-07-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 11, 2023
Date of report (Date of earliest event reported)
Valmont Industries, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-31429 |
47-0351813 |
(Commission File Number) |
(IRS Employer Identification No.) |
15000 Valmont Plaza |
|
Omaha, NE |
68154 |
(Address of Principal Executive Offices) |
(Zip Code) |
(402) 963-1000
(Registrant’s Telephone Number, Including
Area Code)
(Former Name or Former Address, if Changed
Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $1.00 par value |
|
VMI |
|
New 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 (see General Instruction A.2. below):
¨ 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.
On July 11, 2023, Valmont Industries, Inc. announced that its Board
of Directors has named Avner M. Applbaum, current Executive Vice President and Chief Financial Officer, as President and Chief Executive
Officer, effective immediately. Mr. Applbaum succeeds Stephen G. Kaniewski, CEO since December 31, 2017, who is stepping down to pursue
other opportunities and also resigning as a member of the Board of Directors. Mr. Kaniewski’s departure is not related to the operations,
policies, or practices of the company or any issues regarding accounting policies or practices. Valmont and Mr. Kaniewski are discussing
his departure terms.
The company also announced the appointment of Timothy P. Francis, current
Senior Vice President and Finance Business Partner, Global Operations, as interim Chief Financial Officer.
Mr. Applbaum, age 52, has served as Valmont’s Executive Vice
President and Chief Financial Officer since March 2020. Previously he served as Chief Financial Officer and Chief Operating Officer of
Double E Company, an equipment manufacturer, from 2017 to March 2020.
Mr. Francis, age 46, has served as Senior Vice President and Finance
Business Partner, Global Operations since June 2022. Previously he served as Senior Vice President and Controller from June 2014
to June 2022.
Item 7.01. Regulation FD Disclosure
On July 11, 2023, Valmont issued a press release announcing the appointment
of Mr. Applbaum as President and Chief Executive Officer, the departure of Mr. Kaniewski, and the appointment of Mr. Francis as interim
Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 is being furnished and shall not
be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
99.1 |
|
Press Release |
|
|
|
104 |
|
Cover Page Interactive File (the cover page XBRL tags are embedded in 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.
|
Valmont Industries, Inc. |
Date: July 11, 2023 |
|
|
|
|
By: |
/s/ Avner Applbaum |
|
|
Name: Avner Applbaum |
|
|
Title: President and Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: |
Renee Campbell |
|
|
Email: |
renee.campbell@valmont.com |
|
|
Date: |
July 11, 2023 |
Valmont Announces Executive
Leadership Changes
CFO Avner M. Applbaum to
Succeed Stephen G. Kaniewski as President and CEO
OMAHA, Neb.-- Valmont® Industries,
Inc. (NYSE: VMI), a global leader that provides vital infrastructure and advances agricultural productivity while driving innovation
through technology, today announced that its Board of Directors has named Avner M. Applbaum, current Executive Vice President and Chief
Financial Officer, as President and Chief Executive Officer, effective immediately. Mr. Applbaum succeeds Stephen G. Kaniewski, CEO since
December 31, 2017, who is stepping down to pursue other opportunities. Mr. Kaniewski will serve in an advisory capacity as needed to
ensure a seamless transition.
The company also announced the appointment of Timothy
P. Francis, Senior Vice President and Finance Business Partner, Global Operations, and former SVP, Corporate Controller as Interim Chief
Financial Officer.
Mogens C. Bay, Chairman of the Board, commented,
“We have much to look forward to with Avner as our next President and CEO. During his tenure, Avner has meaningfully elevated our
finance organization, bringing analytical rigor and increased transparency to our stakeholders, and has been instrumental in executing
our long-term growth strategy and driving efforts to digitize the way we do business as we continue to transform into an Industrial Tech
company. He is a servant leader, who is a steward of our purpose and values. Through Valmont’s robust succession
planning process, the Board had identified Avner as CEO successor and we have every confidence in his ability to take Valmont to the
next level and deliver value for all our stakeholders.”
Mr. Applbaum commented, “I am humbled and
excited for this next chapter with Valmont, and there is a great deal of momentum as we continue to execute our Run-Grow-Transform strategic
framework. I am confident that we have the right team, a competitively advantaged position in the markets we serve and a clear vision
to continue to deliver returns for our stakeholders. I am grateful to the Board for the opportunity to lead this great organization.”
Mr. Kaniewski said, “My tenure at Valmont
in various operating leadership roles and ultimately as CEO, during which we delivered significant total shareholder return, has been
immensely rewarding. I am proud of the outstanding team I have built during my five years as CEO and our collective efforts to advance
Valmont in both business segments. Avner has worked closely with me as a trusted partner and colleague, and I cannot think of a better
person to serve as Valmont’s next CEO. I am fully confident in the team’s ability to continue to execute on the company’s
growth trajectory and am committed to doing all I can to support Avner in his new post and ensure a smooth transition.”
Mr. Bay continued, “On behalf of the board,
I want to thank Steve for his leadership and the positive impact he had on Valmont, including cultivating a highly talented and experienced
executive team that has been instrumental in positioning Valmont for long-term, profitable growth. I look forward to following Steve’s
continued success and wish him all the best in his future endeavors.”
Mr. Applbaum has more than 25 years of experience
in senior operational and financial roles in publicly traded and private equity-backed companies, including Valmont where he has served
as EVP and CFO since March 2020, and previously Double E Company, Ametek, Belden, and TE Connectivity, formerly Tyco Electronics. As
EVP and CFO of Valmont, Mr. Applbaum has led the IT infrastructure, cybersecurity and technology innovation functions and has been responsible
for developing and implementing the company’s financial strategy and overseeing all financial activities.
About Valmont Industries, Inc.
For over 75 years, Valmont has been a global leader
in creating vital infrastructure and advancing agricultural productivity. Today, we remain committed to doing more with less by innovating
through technology. Learn more about how we’re Conserving Resources. Improving Life.® at valmont.com.
![](https://www.sec.gov/Archives/edgar/data/102729/000110465923079821/tm2320998d1_ex99-1img04.jpg)
Concerning Forward-Looking Statements
This release contains forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions
that management has made in light of experience in the industries in which Valmont operates, as well as management’s perceptions
of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances.
As you read and consider this release, you should understand that these statements are not guarantees of performance or results. They
involve risks, uncertainties (some of which are beyond Valmont’s control) and assumptions. Although management believes that these
forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Valmont’s actual
financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include
among other things, the continuing and developing effects of the pandemic including the effects of the outbreak on the general economy
and the specific economic effects on the Company’s business and that of its customers and suppliers, risk factors described from
time to time in Valmont’s reports to the Securities and Exchange Commission, as well as future economic and market circumstances,
industry conditions, company performance and financial results, operating efficiencies, availability and price of raw material, availability
and market acceptance of new products, product pricing, domestic and international competitive environments, geopolitical risks, and
actions and policy changes of domestic and foreign governments. The Company cautions that any forward-looking statement included in this
press release is made as of the date of this press release and the Company does not undertake to update any forward-looking statement.
###
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Valmont Industries (NYSE:VMI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Valmont Industries (NYSE:VMI)
Historical Stock Chart
From Jul 2023 to Jul 2024