SEC Filing | The Shyft Group

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spar20201130_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 1, 2020

THE SHYFT GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Michigan

(State or Other Jurisdiction

of Incorporation)

001-33582

(Commission File No.)

38-2078923

(IRS Employer

Identification No.)

41280 Bridge Street, Novi, Michigan

(Address of Principal Executive Offices)

48375

(Zip Code)

517-543-6400

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former 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:

☐	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
Common Stock	SHYF	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 December 1, 2020, The Shyft Group, Inc. (the “Company”) announced that its Board of Directors has appointed Michael Dinkins to the Board, effective December 1, 2020. Mr. Dinkins will serve as a member of the Audit Committee.

Mr. Dinkins currently serves as President and Chief Executive Officer of Dinkins Financial, which assists private equity firms in building portfolios through acquisitions. He brings nearly three decades of executive financial experience, serving as Chief Financial Officer and Chief Executive Officer at a number of publicly traded companies. His financial expertise spans multiple industries and sectors, including previous service as Executive Vice President and Chief Financial Officer for the medical device manufacturing company, Integer Holding Corporation. Mr. Dinkins’ professional experience also includes 17 years at General Electric where he held multiple financial roles in various divisions, including Lighting Appliances and Corporate.

There are no arrangements or understandings between Mr. Dinkins and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Dinkins has an interest requiring disclosures under Item 404(a) of Regulation S-K. Mr. Dinkins will receive the standard compensation arrangement for the Company’s non-employee directors, including an annual cash retainer and equity-based compensation.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated December 1, 2020 regarding the appointment of Michael Dinkins to the Board of Directors.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

	THE SHYFT GROUP, INC.


Dated: December 1, 2020	/s/ Ryan L. Roney
	By: Ryan L. Roney
	Its: Chief Legal Officer and Corporate Secretary

ex_215873.htm

Exhibit 99.1

41280 Bridge St Novi, MI 48375

P: 517.543.6400

THESHYFTGROUP.COM

The Shyft Group Appoints Michael Dinkins

to its Board of Directors

Dinkins Brings Broad Global Finance Expertise Across Multiple Industries

Novi, Mich., December 1, 2020 – The Shyft Group, Inc. (NASDAQ: SHYF) (“Shyft” or the “Company”), the North American leader in specialty vehicle manufacturing, assembly and upfit for the commercial, retail, and service specialty vehicle markets, today announced that Michael Dinkins has been appointed to the Company's Board of Directors, effective December 1, 2020. Dinkins was also appointed to the Board’s Audit Committee.

Dinkins brings nearly three decades of executive financial experience, serving as Chief Financial Officer and Chief Executive Officer at a number of publicly traded companies, including Integer Holdings Corp and Hilb, Rogal, & Hobbs Co. Dinkins currently serves as President and Chief Executive Officer of Dinkins Financial, which assists private equity firms in building portfolios through acquisitions. Dinkins began his career at General Electric, where he spent 17 years and held multiple financial roles across the company.

“We welcome Michael and very much look forward to his contributions to the Shyft Group’s Board of Directors,” said James Sharman, Chairman of the Board. “His vast financial expertise, diverse career experience and unique perspectives will be a valuable addition to our Board, as our entire team continues to pursue future growth opportunities to add value for our shareholders."

Dinkins is National Association of Corporate Directors (NACD) Directorship Certified™ and has served on the board of directors for several publicly traded companies. He currently serves on the boards of Crane Co., a manufacturer of highly engineered industrial products and Community Health Systems, operators of general acute care hospitals. Dinkins also serves on the board of National Council on Compensation Insurance, a non-profit insurance rating and data collection bureau specializing in workers’ compensation.

“I am pleased to join The Shyft Group team during this exciting time of strategic growth,” said Dinkins. “Working with my fellow directors, I look forward to actively participating in the Company’s continued growth momentum, both organic and acquisitive.”

The Company's Board of Directors now consists of Chairman James Sharman, Daryl Adams, Thomas Clevinger, Richard Dauch, Michael Dinkins, Angie Freeman, Ron Harbour, and Paul Mascarenas.

41280 Bridge St Novi, MI 48375

P: 517.543.6400

THESHYFTGROUP.COM

About The Shyft Group
The Shyft Group is the North American leader in specialty vehicle manufacturing, assembly, and upfit for the commercial, retail, and service specialty vehicle markets. Our customers include first-to-last mile delivery companies across vocations, federal, state, and local government entities; the trades; and utility and infrastructure segments. The Shyft Group is organized into two core business units: Shyft Fleet Vehicles & Services and Shyft Specialty Vehicles. Today, its family of brands include Utilimaster, Royal Truck Body, Strobes-R-Us, Spartan RV Chassis, Builtmore Contract manufacturing, and corresponding aftermarket provisions. The Shyft Group and its go-to-market brands are well known in their respective industries for quality, durability, and first-to-market innovation. The Company employs approximately 2,900 associates across campuses, and operates facilities in Michigan, Indiana, Maine, Pennsylvania, South Carolina, Florida, Missouri, California, Arizona, Texas, and Saltillo, Mexico. The Company reported sales from continuing operations of $757 million in 2019. Learn more about The Shyft Group at www.TheShyftGroup.com.

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CONTACT:

Investors:

Juris Pagrabs

Group Treasurer, Director of Investor Relations

The Shyft Group

Juris.Pagrabs@theshyftgroup.com

(517) 997-3862

Media:

Samara Hamilton

Vice President of Marketing and Communications

The Shyft Group

Samara.Hamilton@theshyftgroup.com

(517) 997-3860