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): February 6, 2024
 
ENERPAC TOOL GROUP CORP.
(Exact name of Registrant, as specified in its charter)

Wisconsin
001-11288
39-0168610
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

N86 W12500 WESTBROOK CROSSING
MENOMONEE FALLS, Wisconsin 53051

Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (262) 293-1500

Former name or address, if changed since last report: 

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 each exchange on which registered
Class A Common Stock, par value $0.20 per share
 
EPAC
 
New York Stock Exchange

 
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 February 6, 2024, Anthony P. Colucci, Executive Vice President, Chief Financial Officer, and Principal Accounting Officer of Enerpac Tool Group Corp. (the “Company”), notified the Company of his decision to resign from his positions with the Company effective March 1, 2024, to assume an executive role at a private equity firm. Mr. Colucci’s decision does not reflect any disagreement with, or the existence of any irregularities in, the Company’s operations, policies, accounting principles, practices, financial statements, or disclosures.

On February 7, 2024, the Company’s Board of Directors appointed P. Shannon Burns as the Company’s Interim Principal Financial Officer and Patrick Dawson as the Company’s Interim Principal Accounting Officer, both of which appointments are effective on March 1, 2024. The Company intends to appoint a Chief Financial Officer successor at a later date.

Mr. Burns, age 53, has served as Head of Financial Planning, Operations, and Decision Support since joining the Company in November 2022. Prior to joining the Company, Mr. Burns was with Harley-Davidson Motor Company, holding various positions in Finance and Investor Relations from August 2011 through November 2022. From June 2007 to August 2011, Mr. Burns was with MillerCoors Brewing Company, serving as a Manager, following ten years with Ernst & Young and seven years with American Express Financial Advisors. Mr. Burns holds a Bachelor’s degree in Accounting from the University of Wisconsin-Oshkosh and is a graduate of Marquette University’s Executive MBA program.

Mr. Dawson, age 45, has served as Corporate Controller since joining the Company in November 2022, after serving as the Director of Accounting of INNIO Group, from November 2020 to November 2022. Mr. Dawson served as Controller of EPIC Systems Corporation from October 2015 to October 2020, after leaving Deloitte & Touche, where he served as Senior Manager from August 2011 to September 2015, after progressing from audit staff to Senior Manager from August 2002. Mr. Dawson is a licensed Certified Public Accountant in the state of Wisconsin. He holds a Bachelor of Business Administration in Accounting and a Masters of Accountancy from the University of Wisconsin-Madison.

In connection with their appointments to these positions, Mr. Burns and Mr. Dawson will be granted restricted stock units under the Company’s amended and restated 2017 Omnibus Incentive Plan, to vest on the second anniversary of the grant date subject to continued employment, having a grant date fair value of approximately $150,000 and $100,000 respectively.  The restricted stock units are to be awarded at the Company’s next quarterly award date, anticipated to be on or about March 15, 2024.

Item 7.01
Regulation FD Disclosure
 
On February 8, 2024, 2022, the Company issued a press release, which is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information set forth in this Item 7.01 and in Exhibit 99.1 is “furnished” under Item 7.01 of Form 8-K.  Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01
Exhibits

(d) Exhibits

Exhibit No.
 
Description
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

2




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.

Date: February 8, 2024


 
ENERPAC TOOL GROUP CORP. 
 
 
 
 
 
 
 
By: 
/s/ James Denis 
 
 
James Denis 
 
 
Executive Vice President, General Counsel and Secretary 

3
Exhibit 99.1


Enerpac Tool Group Announces Chief Financial Officer Transition

MILWAUKEE--(BUSINESS WIRE)--February 8, 2024--Enerpac Tool Group Corp. (NYSE: EPAC) (the “Company” or “Enerpac”) today announced that Anthony Colucci is stepping down as Executive Vice President and Chief Financial Officer to assume an executive role at a private equity firm. He will remain as CFO through March 1, 2024, to assist with the transition.

The Company has initiated a comprehensive search to identify Enerpac’s next CFO and has retained a leading executive search firm to assist with the process. In the interim, P. Shannon Burns has been appointed as Interim Principal Financial Officer and Patrick Dawson has been appointed as Interim Principal Accounting Officer.

Paul Sternlieb, President and CEO of Enerpac Tool Group, said, “Since joining Enerpac, Tony has been a valued partner in the successful implementation of our ASCEND transformation program, which reached the expected benefits a year ahead of plan and has enabled us to create a far more efficient, productive, and profitable enterprise. On behalf of the Enerpac Board and management team, I want to thank Tony for his contributions and wish him all the best in his new position.”

Mr. Colucci added, “I am very proud of what we have accomplished in terms of Enerpac’s significant operational and financial improvements, as well as the talented team we have built. I believe Enerpac is well positioned for the future, and I wish the team continued success as they execute on the exciting growth strategy.”

P. Shannon Burns is a seasoned finance executive who joined Enerpac in November 2022 as the Head of the Business Decision Support Office. Prior to joining Enerpac, Mr. Burns served in financial leadership roles at Harley-Davidson, Inc., including three years as Head of Investor Relations. He has also held positions at Molson Coors, Ernst & Young, and Ameriprise. Mr. Burns holds a Bachelor’s degree in Accounting from the University of Wisconsin-Oshkosh and is a graduate of Marquette University’s Executive MBA program.

Patrick Dawson started his career with Enerpac in November 2022 as the Corporate Controller. Prior to joining Enerpac, he held positions as the Director of Accounting at INNIO Waukesha and as Corporate Controller at Epic Systems Corporation. Mr. Dawson began his career in public accounting with Deloitte. He holds a Bachelor of Business Administration in Accounting and a Masters of Accountancy from the University of Wisconsin-Madison. Mr. Dawson is a licensed CPA in the state of Wisconsin.

Mr. Colucci’s decision does not reflect any disagreement with, or the existence of any irregularities in the Company’s operations, policies, accounting principles, practices, financial statements or disclosures.

About Enerpac Tool Group

Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving a broad and diverse set of customers and end markets for mission-critical applications in more than 100 countries. The Company makes complex, often hazardous jobs possible safely and efficiently. Enerpac Tool Group’s businesses are global leaders in high pressure hydraulic tools, controlled force products, and solutions for precise positioning of heavy loads that help customers safely and reliably tackle some of the most challenging jobs around the world. The Company was founded in 1910 and is headquartered in Menomonee Falls, Wisconsin. Enerpac Tool Group common stock trades on the NYSE under the symbol EPAC. For further information on Enerpac Tool Group and its businesses, visit the Company's website at www.enerpactoolgroup.com.

Contacts

Travis Williams
Director of Investor Relations
travis.williams@enerpac.com
262-291-1913

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