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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.
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.
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