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MANITOWOC CO INC Proxy Solicitation & Information Statement 2017

Oct 4, 2017

33159_rns_2017-10-04_72327e5d-3df5-42bd-ba15-fd5678fcdbcf.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d449330ddefa14a.htm DEFA14A DEFA14A

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

(Amendment No.)

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. | |
| | (1) | Title of each class of securities to which transaction applies: |
| | (2) | Aggregate number of securities to which transaction applies: |
| | (3) | 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): |
| | (4) | Proposed maximum aggregate value of transaction: |
| | (5) | 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. | |
| | (1) | Amount previously paid: |
| | (2) | Form, Schedule or Registration Statement No.: |
| | (3) | Filing party: |
| | (4) | Date Filed: |

SEC 1913 (11-01) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Important Notice Regarding the Availability of Proxy Materials for the Special Shareholders’ Meeting

to be held on November 17, 2017, for The Manitowoc Company, Inc.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy statement and annual report, go to www.proxydocs.com/mtw . To submit your proxy while visiting this site, you will need the 12 digit control number in the box below.

| Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the Internet. We have chosen to use
these procedures for our Special Meeting and need YOUR participation. |
| --- |
| If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper
package in time for the special meeting, please make this request on or before November 7, 2017. |

For a Convenient Way to VIEW Proxy Materials — and — VOTE Online go to: www.proxydocs.com/mtw

Proxy Materials Available to View or Receive:

1. Proxy Statement

Printed materials may be requested by one of the following methods:

INTERNET TELEPHONE *E-MAIL
www.investorelections.com/mtw (866) 648-8133 [email protected]
You must use the 12 digit control
number located in the shaded gray box below. * If requesting
material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions or other inquiries
should be included with your e-mail requesting material.

ACCOUNT NO. SHARES

The Manitowoc Company, Inc. Notice of Special Meeting of Shareholders

November 17, 2017
Time: 9:00 A.M. (Central Daylight Time)
Place: Foley and Lardner LLP, 777 East Wisconsin Avenue, 40 th Floor, Milwaukee, Wisconsin

The purpose of the Special Meeting is to take the following actions:

  1. Proposal to adopt and approve an amendment to Manitowoc’s Amended and Restated Articles of Incorporation that effects (a) a reverse stock split of the outstanding shares of Manitowoc’s common stock, at a reverse stock split ratio of one-for-four, and (b) a reduction in the number of authorized shares of Manitowoc’s common stock from 300,000,000 to 75,000,000.

The Board of Directors recommends that you vote “FOR” proposal 1.