mtw-def14a_20210504.htm

DEF 14A 1 mtw-def14a_20210504.htm DEF 14A mtw-def14a_20210504.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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

THE MANITOWOC COMPANY, INC.

One Park Plaza

11270 West Park Place, Suite 1000

Milwaukee, Wisconsin 53224

(414) 760-4600

March 25, 2021

Dear Shareholder:

You are cordially invited to attend by virtual presence online the 2021 Annual Meeting of Shareholders (“2021 Annual Meeting”) of The Manitowoc Company, Inc. (the “Company”) which will be held on Tuesday, May 4, 2021, at 9:00 a.m. Central Daylight Time. As a result of the continued public health and travel concerns relating to the COVID-19 pandemic, the 2021 Annual Meeting will be held in a virtual meeting (via live audio webcast) format only. You will not be able to attend the 2021 Annual Meeting physically. You or your proxyholder could participate, vote, and examine our shareholder list at the 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/MTW2021 and using your control number found on your proxy card.

As set forth in the enclosed Proxy Materials, the following matters of business are scheduled to be acted upon at the meeting:

The election of eight directors for one-year terms expiring at the 2022 Annual Meeting of Shareholders;

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;

An advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of the Proxy Statement; and

Such other business as may properly come before the 2021 Annual Meeting.

The Board of Directors of the Company recommends the following votes:

•

FOR election of the eight directors named in the Proxy Statement for one-year terms expiring at the 2022 Annual Meeting of Shareholders;

•

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and

•

FOR approval of the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the Executive Compensation sections of the Proxy Statement.

Whether or not you are able to attend the 2021 Annual Meeting by virtual presence online, we welcome your questions and comments about the Company. To make the best use of time at the meeting, we would appreciate receiving your questions or comments, in writing, in advance of the meeting, so they can be answered as completely as possible at the meeting. If you wish to make a comment or ask a question in writing, we would appreciate receiving it by April 25, 2021. Please send to the attention of our Secretary.

It is important that your shares be represented and voted at the meeting. You should have already received an Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting with instructions on how to access the Proxy Materials and vote. As indicated in that Notice, you may view the Proxy Materials online at www.proxyvote.com and you may also access and complete the proxy card online at www.proxyvote.com. Or if you prefer, you may request a copy of the Proxy Materials, free of charge, including a hard copy of the proxy card, through the website www.proxyvote.com, by phone at 1-800-579-1639 or by email at sendmaterial@proxyvote.com.

On behalf of the officers and directors of the Company, thank you for your continued support and confidence.

Sincerely,

Aaron H. Ravenscroft

President and Chief Executive Officer

THE MANITOWOC COMPANY, INC.

One Park Plaza

11270 West Park Place, Suite 1000

Milwaukee, Wisconsin 53224

(414) 760-4600

March 25, 2021

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Shareholders of The Manitowoc Company, Inc. to be held as a virtual meeting at www.virtualshareholdermeeting.com/MTW2021 on Tuesday, May 4, 2021, 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 20, 2021 to facilitate timely delivery.

The 2021 Annual Meeting of The Manitowoc Company, Inc. will be held as follows:

Meeting date:

Tuesday, May 4, 2021

Meeting time:

9:00 a.m. Central Daylight Time

Virtual meeting site:

www.virtualshareholdermeeting.com/MTW2021

Meeting admission:

To attend the 2021 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 2021 Annual Meeting of The Manitowoc Company, Inc. will be held for the following purposes:

To elect eight directors for one-year terms expiring at the 2022 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, 2021;

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 2021 Annual Meeting.

Shareholders of record as of the close of business on March 3, 2021 are cordially invited to attend by virtual presence online and are entitled to vote at the 2021 Annual Meeting. However, whether or not you expect to attend the 2021 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

SEC Form DEF 14A filed by Manitowoc Company, Inc. (The)