mtw-def14a_20220503.htm

DEF 14A 1 mtw-def14a_20220503.htm DEF 14A mtw-def14a_20220503.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

The Manitowoc Company, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

THE MANITOWOC COMPANY, INC.

One Park Plaza

11270 West Park Place, Suite 1000

Milwaukee, Wisconsin 53224

(414) 760-4600

March 24, 2022

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Shareholders of The Manitowoc Company, Inc. to be held as a virtual meeting at www.virtualshareholdermeeting.com/MTW2022 on Tuesday, May 3, 2022, at 9:00 a.m., Central Daylight Time.

We encourage you to access and review all of the information contained in the Proxy Statement and accompanying materials before voting. The Proxy Statement and the Company’s Annual Report are available at www.proxyvote.com.

If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 19, 2022 to facilitate timely delivery.

The 2022 Annual Meeting of The Manitowoc Company, Inc. will be held as follows:

Meeting date:

Tuesday, May 3, 2022

Meeting time:

9:00 a.m. Central Daylight Time

Virtual meeting site:

www.virtualshareholdermeeting.com/MTW2022

Meeting admission:

To attend the 2022 Annual Meeting by virtual presence online, you will need your

control number included on your proxy card.

Materials available:

Proxy Statement, Proxy Card and Annual Report

View Materials:

www.proxyvote.com

Request materials:

Internet: www.proxyvote.com

Phone: 1-800-579-1639

Email: sendmaterial@proxyvote.com

The 2022 Annual Meeting of The Manitowoc Company, Inc. will be held for the following purposes:

To elect nine directors for one-year terms expiring at the 2023 Annual Meeting of Shareholders, all as set forth and described in the Proxy Statement;

To ratify the appointment of PricewaterhouseCoopers LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

To consider an advisory vote to approve the compensation of the Company’s named executive officers; and

To transact such other business as may properly come before the 2022 Annual Meeting.

Shareholders of record as of the close of business on March 2, 2022, are cordially invited to attend by virtual presence online and are entitled to vote at the 2022 Annual Meeting. However, whether or not you expect to attend the 2022 Annual Meeting by virtual presence online, you are requested to properly complete the proxy card online at www.proxyvote.com or to obtain, complete, date, sign, and promptly return a hard copy of the proxy card, which can be obtained by request through the website, toll free number or email address noted above.

By Order of the Board of Directors

Thomas L. Doerr, Jr.

Executive Vice President, General Counsel and Secretary

Milwaukee, Wisconsin

PROXY SUMMARY

Board and Corporate Governance Highlights – As of May 4, 2022

COMPOSITION OF THE BOARD

BOARD INDEPENDENCE AND DIVERSITY

Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. Eight of our nine directors are independent and provide strong oversight of our long-term strategy. We believe that directors with different backgrounds and experiences make our boardroom and the Company stronger.

The Company has always believed that strong corporate governance practices help create long-term value for our shareholders. The commitment to transparent corporate governance guarantees that the Company is managed and monitored in a responsible and value-driven manner. Our Corporate Governance Guidelines, along with the charters of each of our Board Committees and the key practices of our Board of Directors, provide the framework for corporate governance at the Company.

In 2021, the Corporate Governance Committee was renamed the Corporate Governance and Sustainability Committee. Its Charter was updated to reflect the committee’s oversight of Manitowoc’s strategy, initiatives, risks, opportunities, and related reporting with respect to significant environmental, climate change, health and safety, human rights, and corporate citizenship matters. Also in 2021, the Company updated its Corporate Governance Guidelines to ensure that the Corporate Governance and Sustainability Committee considers the diversity of viewpoints, backgrounds, experiences, expertise, and skill sets, including diversity of age, gender identity, nationality, race, and ethnicity when identifying and recommending to the Board qualified candidates for Board membership.

The Corporate Governance and Sustainability Committee believes that our Board is most effective when it embodies a diverse set of viewpoints and practical experiences.

Proxy Summary

To maintain an effective Board, the Corporate Governance and Sustainability Committee considers how each nominee’s particular background, experience, qualifications, attributes, and skills will contribute to the Company’s success. As shown below, the members of our Board have a range of viewpoints, backgrounds, and expertise.

Board's Attributes and Skills
NAME	ANNE E. BÉLEC	ROBERT G. BOHN	ANNE M. COONEY	AMY R. DAVIS	KENNETH W. KRUEGER	ROBERT W. MALONE	C. DAVID MYERS	JOHN C. PFEIFER	AARON H. RAVENSCROFT
AGE	59	68	62	53	65	58	58	56	43
DIRECTOR SINCE	2019	2014	2016	2021	2004	2021	2016	2016	2020

SKILLS/QUALIFICATIONS/EXPERIENCE
BOARD OF DIRECTORS EXPERIENCE Experience as a public company board member.	●	●	●		●	●	●	●	●
CEO Experience as a public company CEO.		●			●		●	●	●
FINANCE AND ACCOUNTING Experience at an executive level or expertise with financial reporting, internal controls, finance companies or public accounting.	●	●			●		●	●	●
MANUFACTURING Experience at an executive level or expertise in managing a business or company that has significant focus on manufacturing.	●	●	●	●	●	●	●	●	●
GLOBAL EXPERIENCE Experience at an executive level overseeing international operations or working outside the U.S.	●	●	●	●	●	●	●	●	●
BUSINESS DEVELOPMENT AND STRATEGY Experience at an executive level driving strategic direction and growth of an enterprise.	●	●	●	●	●	●	●	●	●
SALES AND MARKETING Experience at an executive level with leading a sales organization or executing marketing strategies.	●	●	●	●		●	●		●
TECHNOLOGY Experience at an executive level or expertise in the use of information technology or other technology to facilitate business objectives.	●	●	●	●	●	●	●
GENDER DIVERSITY	●		●	●

Executive Compensation Highlights

SEC Form DEF 14A filed by Manitowoc Company Inc.