Douglas Dynamics, Inc. ($PLOW)

Good day.and welcome to the Douglas Dynamics 2026 Annual Meeting Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Mark Van Gedran, President and Chief Executive Officer of Douglas Dynamics. Please go ahead.

Good morning. I am Mark Van Genderen the President and Chief Executive Officer of Douglas Dynamics, Inc. It's my pleasure to welcome you to our 2026 Annual Meeting. We are delighted that you are here with us today either participating in person or listening via our live audio presentation. I now turn the meeting over to Don Sturtevant, our Chairman, to call the meeting to order.

Good morning, and thank you, Mark. I'm Don Sturtevant, the Chairman of Douglas Dynamics, Inc. It is my pleasure to welcome you to our 2026 Annual Meeting. We are delighted that you are with us today. At this time, I call this annual meeting of the stockholders of Douglas Dynamics to order. [indiscernible] our Corporate Secretary, will serve as Secretary for this meeting. I have also appointed John Sisolak, our Senior Vice President, Controller and Treasurer, as inspector of the elections for this meeting. We will first hold the official business portion of the meeting. Following the business meeting, we will open the floor for questions and answers. Ms. Lauber has advised me that the notice of this meeting was mailed on or around March 20, 2026 to each stockholder of record as of March 2, 2026. An additional supplement was subsequently mailed on or about April 2, 2026. The purpose of this meeting are the following: for one, to elect 3 persons to the company's Board to hold office until the 2029 Annual Meeting of Stockholders and 1 person to the company's Board to hold office until 2028 Annual Meeting of Stockholders. Number two, to conduct an advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement. Number three, to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026. Number four, to approve the amendment to our fourth amended and restated certificate of incorporation to provide for exculpation from personal liability for certain officers as permitted by Delaware law and finally, number five, to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. As of the record date for this meeting, a total of 23,084,814 shares of Douglas Dynamics, common stock were outstanding and eligible to vote. Ms. Lauber has advised me that at least 21 million shares are represented in person or by proxy at this meeting, constituting a quorum. Accordingly, I declare this meeting open for business. Before we consider the matters for stockholder action, there are several individuals I would like to recognize. First, I would like to introduce the other directors of the company participating today and thank them for their contributions they make to the company. Mark Van Genderen is our President and Chief Executive Officer; Zohr, Akella, is retired Executive Vice President and Chief Financial Officer of PelleCorporation; Jennifer Ansberry, is the Executive Vice President, General Counsel and Secretary of Lincoln Electric, Kenneth Krueger is Chairman of the Board of the Manitowoc Company, Inc. Brad Nelson is the Chief Executive Officer of Mastercard -- I'm sorry, MasterCraft Boat Holdings Inc. I would also like to introduce other members of the company's management team who are present at the meeting. Sarah Lauber is the company's Executive Vice President, Chief Financial Officer and Secretary; John Sisolak is the company's Senior Vice President, Controller and Treasurer. Lastly, I would like to introduce some guests who are present at the meeting. Robert Perry is a partner in the accounting firm, Deloitte & Touche LLP, the company's independent registered public accounting firm for fiscal year 2019 through 2026. Brian Schultz is a partner in the law firm of [indiscernible] LLP Corporate Counsel to the company. We will now move to consider the matters for stockholder action at this meeting. If you have not previously submitted a proxy, please go to the registration table at this time to vote your shares after all stockholders and voted, the polls will be closed. We will consider the election of 4 directors. The Board has nominated [indiscernible], Jennifer Ansberry, Brad Nelson to serve as directors for terms or 4 terms to expire at the 2029 Annual Meeting of Stockholders; and Jim Janik to serve as a director for a term to expire at the 2028 Annual Meeting of Stockholders. The nominations are closed since no other nominations have been received in accordance with the company's bylaws. Based on the proxy votes, at least 17.8 million shares have voted for the election of [indiscernible] Jennifer Ansberry, Brad Nelson, Jim Janik as Directors, which each case exceeds the vote required for election. Therefore, [indiscernible], Jennifer Ansberry, Brad Nelson, each have been elected as Director for a term to expire at the 2029 Annual Meeting of Stockholders, and Jim Janik has been elected as director for a term to expire at 2028 Annual Meeting of Stockholders. We will now consider the advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement. Based on the proxy votes, at least 18.7 million shares voted for the advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement, which exceeds the vote required for approval. Therefore, the advisory vote to approve the compensation company's named executive officers has been approved. We will now consider the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026. Based on the proxy votes, at least 20.6 million shares voted for ratification of the appointment of Deloitte & Touche, LLP as the company's independent registered public accounting firm for 2026, which exceeds the vote required for approval. Therefore, the appointment of Deloitte & Touche as the company's independent registered public accounting firm for 2026 has been ratified. We will now consider the approval of the amendment to our fourth amended and restated Certificate of Incorporation [indiscernible] from personal liability for certain officers as permitted by Delaware law. Based on the proxy votes, at least 16.9 million shares voted for approval of the amendment to our fourth amended and restated Certificate of Incorporation, which exceeds the vote required for approval. Therefore, the amendment to our fourth amended and restated certificate of incorporation to provide for exculpation from personal liability for certain officers as permitted by Delaware law has been approved. The final voting results will be included in a Form 8-K filing that the company will make with the Securities and Exchange Commission in the next several days. Thank you for participating in the business portion of the meeting, which I now declare adjourned. Any questions? Leon, do you have any questions for anybody No? Anybody else?

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.