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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2023
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Ohio | 0-1402 | 34-1860551 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
22801 St Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices, with zip code)
(216) 481-8100
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of exchange on which registered |
||
| Common Shares, without par value | LECO | The NASDAQ Stock Market LLC |
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 21, 2023, Christopher L. Mapes, President and Chief Executive Officer of Lincoln Electric Holdings, Inc. (the “Company”) and Chairman of the Board of Directors of the Company (the “Board”), notified the Company of his intention to retire from his position as President and Chief Executive Officer effective as of the close of business on December 31, 2023. After December 31, 2023, Mr. Mapes will be designated Executive Chairman of the Board. Mr. Mapes’ decision to retire is not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices.
In connection with Mr. Mapes’ notification of his retirement, the Board elected Steven B. Hedlund, age 56, as President and Chief Executive Officer of the Company, effective as of January 1, 2024 (the “Transition Date”). Mr. Mapes will remain principal executive officer until the close of business on December 31, 2023, and Mr. Hedlund will succeed Mr. Mapes as principal executive officer as of the Transition Date. Mr. Hedlund joined the Company in 2008 and has been serving as Chief Operating Officer since May 9, 2022. Prior to that, Mr. Hedlund served as: Executive Vice President, President, Americas and International Welding from October 21, 2020 to May 9, 2022; Executive Vice President, President, International Welding from June 1, 2017 to October 21, 2020; Senior Vice President and President, Global Automation from January 22, 2015 to June 1, 2017; Senior Vice President, Strategy & Business Development from February 19, 2014 to January 22, 2015; and Vice President, Strategy & Business Development from September 15, 2008 to February 19, 2014. Mr. Hedlund is not a party to any transaction described in Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.
The Board also approved an increase in the size of the Board from eleven to twelve Directors to be effective as of the Transition Date and, in connection with the vacancy, approved the appointment of Mr. Hedlund as a member of the Board, effective as of the Transition Date.
In connection with the anticipated leadership transition, the Board approved, effective as of August 1, 2023, an increase in Mr. Hedlund’s annual base salary from $648,000 to $1,010,000, an increase in his target annual bonus from $825,000 to $1,464,500, which will be applied pro-rata to the total base salary actually paid to Mr. Hedlund for fiscal year 2023, an award of restricted stock units in an amount equal to approximately $500,000, and an award of stock options in an amount equal to approximately $500,000. In general, the restricted stock units will vest in full after three years, subject to the terms of the Company’s standard award agreement for restricted stock units, and the stock options vest ratably over three years, subject to the terms of the Company’s standard award agreement for stock options.
In addition, the Board also approved, effective as of the Transition Date, Mr. Hedlund’s compensation for the 2024 calendar year consisting of an annual base salary of $1,010,000, a target annual bonus of $1,464,500, and a long-term incentive award target value in an amount of approximately $4,787,100, which will be granted in accordance with the Company’s standard grant practices in February 2024 pursuant to the various forms of award agreements that will be approved in February 2024.
Beginning on the Transition Date, for his service as Executive Chairman of the Board, Mr. Mapes will receive an annual base salary of $553,800, a target annual bonus of $803,000, which applicable percentage will be applied to the total base salary actually paid to Mr. Mapes for fiscal year 2024, and a long-term incentive award target value in an amount of approximately $5,643,200, which will be granted in accordance with the Company’s standard grant practices in February 2024 pursuant to the various forms of award agreements that will be approved in February 2024.
A copy of the Company’s press release announcing these activities is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | The Company’s press release dated July 27, 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 27, 2023 | By: | /s/ Jennifer I. Ansberry |
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| Jennifer I. Ansberry, Executive Vice President, General Counsel & Secretary |
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Exhibit 99.1
L I N C O L N E L E C T R I C H O L D I N G S , I N C .
22801 Saint Clair Avenue • Cleveland, Ohio 44117 • U.S.A
N E W S • R E L E A S E
LINCOLN ELECTRIC ANNOUNCES YEAR END EXECUTIVE LEADERSHIP TRANSITION
Christopher Mapes to be Designated Executive Chairman
Steven Hedlund, Chief Operating Officer, to be Named President and Chief Executive Officer
CLEVELAND, Thursday, July 27, 2023 — Lincoln Electric Holdings, Inc., (the “Company”) (NASDAQ: LECO) announced today that Christopher L. Mapes, Chairman, President and Chief Executive Officer (CEO), who has served as President and CEO since 2012, will retire as President and CEO on December 31, 2023, and will be designated as Executive Chairman of the Board, effective January 1, 2024. Steven B. Hedlund, who has been with the Company for 15 years and serves as Chief Operating Officer, will be named President and CEO, and appointed as a member of the Board, effective January 1, 2024. As Executive Chairman, Mapes will work closely with Hedlund to ensure a seamless transition for all Lincoln Electric stakeholders and support the Company’s Higher Standard 2025 Strategy initiatives.
“This leadership transition reflects a structured, multi-year succession planning process to ensure strong continuity and execution of our long-term strategy and we are confident that Steve’s leadership and track record of driving growth and operational excellence will continue to generate superior value for our stakeholders,” said Curtis Espeland, Lincoln Electric’s Lead Independent Director. Espeland continued, “Chris’ planned retirement marks the end of an incredible career. His invaluable leadership and contributions have transformed the Company’s performance to position it to excel in the years ahead. On behalf of the entire Board, I would like to thank Chris for his service to date and his accomplishments as our CEO.”
Mapes has achieved a distinguished 38-year career in global manufacturing and joined Lincoln Electric in 2010 as a member of the Board of Directors and was named President and CEO in 2012. He has served as Chairman, President and CEO since 2013. Under his leadership, Lincoln Electric has extended its global leadership through innovation and growth, including over 20 acquisitions and established the industry’s leading automation portfolio. In addition, Mapes and his leadership team have advanced operational excellence, the Company’s high-performance culture with top-quartile employee engagement, and its focus on sustainability. These initiatives have generated record performance, over 11% earnings CAGR, top-decile ROIC, and a 523% increase in total shareholder return, which has positioned the Company as one of the highest performing industrial companies over the last decade. These achievements, as well as his leadership anchored by ‘The Golden Rule’ and a commitment to ethics and integrity, have been recognized by Ethisphere™, who ranked Lincoln Electric 5-times as “One of the World’s Most Ethical Companies,” and by Forbes, who awarded the Company as one of the “World’s Best Employers” and one of the “World’s Top Female Friendly Companies,” during his tenure.
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“It has been a privilege to lead Lincoln Electric and work alongside our incredibly talented and committed employees,” said Mapes. “I am grateful for the support the organization has given me and I am proud of what we have accomplished together. I believe this is the right time to transition leadership as we complete our Higher Standard 2025 Strategy and move to the Company’s next strategic plan.” Mapes concluded, “I have worked closely with Steve during my entire tenure at Lincoln Electric and he is a very talented and decisive leader who sets high standards of performance and is well prepared to succeed me. I look forward to working with him through the transition to maintain the strong momentum we have achieved together as a leadership team to ensure the Company’s continued success.”
Hedlund stated, “I am honored by Chris’ and the Board’s confidence in my ability to lead our organization and advance our strategic initiatives as we complete our Higher Standard 2025 Strategy and pursue the many exciting growth opportunities ahead.”
Hedlund joined Lincoln Electric in 2008 as Vice President, Strategy and Business Development and a member of the executive leadership team, where he led an accelerated acquisition strategy to expand the Company’s automation portfolio. In 2015, he was promoted to Senior Vice President, President of Global Automation. In 2017, he served as Executive Vice President, President of International Welding, where he oversaw the optimization of our European platform. In 2020, Hedlund was named Executive Vice President, President of Americas and International Welding, to further align the Company’s global welding technologies and strategies. In 2022, Hedlund was promoted to Chief Operating Officer, where he has been leading our record performance. Prior to joining Lincoln Electric, Hedlund held various executive leadership roles at Fortune Brands, Inc. and served as principal with the management consulting firm, Booz Allen & Hamilton. Hedlund earned a bachelor’s degree and an MBA from Dartmouth College.
About Lincoln Electric
Lincoln Electric is the world leader in the engineering, design, and manufacturing of advanced arc welding solutions, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment, and has a leading global position in brazing and soldering alloys. Lincoln is recognized as the Welding Expert™ for its leading materials science, software development, automation engineering, and application expertise, which advance customers’ fabrication capabilities to help them build a better world. Headquartered in Cleveland, Ohio, Lincoln has 71 manufacturing locations in 20 countries and a worldwide network of distributors and sales offices serving customers in over 160 countries. For more information about Lincoln Electric and its products and services, visit the Company’s website at https://www.lincolnelectric.com.
Forward Looking Statements
The Company’s expectations and beliefs concerning the future contained in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and involve a number of risks and uncertainties. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “guidance” or words of similar meaning. Actual results may differ materially from such statements due to a variety of factors that could adversely affect the Company’s operating results. The factors include, but are not limited to: general economic, financial and market conditions; the effectiveness of commercial and operating initiatives; completion of planned divestitures; interest rates; disruptions, uncertainty or volatility in the credit markets that may limit our access to capital; currency exchange rates and devaluations; adverse outcome of pending or potential litigation; actual costs of the Company’s rationalization plans; possible acquisitions, including the Company’s ability to successfully integrate acquisitions; market risks and price fluctuations related to the purchase of commodities and energy; global regulatory complexity; the effects of changes in tax law; tariff rates in the countries where the Company conducts business; and the possible effects of events beyond our control, such as the impact of the Russia-Ukraine conflict, political unrest, acts of terror, natural disasters and pandemics on the Company or its customers, suppliers and the economy in general. For additional discussion, see “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Contact
Amanda Butler
Vice President, Investor Relations & Communications
Tel: (216) 383-2534
Email: Amanda_Butler@lincolnelectric.com
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