Lincoln Electric (LECO) 8-KDeparture of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 16, 2022

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

22801 St Clair Avenue

Cleveland, Ohio 44117

(Address of principal executive offices, with zip code)

(216) 481-8100

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐  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.  ☐

On February 16, 2022, Stephen G. Hanks notified the Board of Directors (the “Board”) of Lincoln Electric Holdings, Inc. (the “Company”) of his intention to retire from the Board and not to stand for re-election upon the expiration of his current term, which expires at the Company’s 2022 annual meeting of shareholders. Mr. Hanks has served on the Board for over 15 years. Mr. Hanks’ retirement will become effective as of the date of the Company’s 2022 annual meeting of shareholders.

On February 16, 2022, the Board of the Company increased its size from twelve to thirteen members and elected Brian D. Chambers to fill the resulting vacancy. Mr. Chambers was also appointed to the Audit and the Finance Committees of the Board. Mr. Chambers is the Chair and Chief Executive Officer of Owens Corning, an Ohio-based global building and construction materials company.

The Board has determined that Mr. Chambers is independent under the listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Mr. Chambers and any other persons pursuant to which Mr. Chambers was elected as a Director.

As a non-employee, independent Director, Mr. Chambers will receive compensation in the same manner as the Company’s other non-employee Directors, which compensation was previously disclosed in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 19, 2021, with one update to the previous disclosure that the approximate value of each of the annual restricted stock unit award and initial restricted stock unit award was increased from $135,000 to $145,000. The initial restricted stock unit award is pro-rated based on length of service until the next regularly scheduled meeting where annual awards are granted, which will occur in December 2022. Mr. Chambers received 927 restricted stock units under the Company’s Stock Plan for Non-Employee Directors in connection with his election to the Board.

The Company has entered into its standard indemnification agreement with Mr. Chambers (the “Indemnification Agreement”). The form of the Indemnification Agreement is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 29, 2012 and is incorporated herein by reference. The Indemnification Agreement supplements the indemnification coverage afforded by the Company’s Amended and Restated Code of Regulations under Ohio law.

A copy of the Company’s press release announcing Mr. Chambers’ election is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits

SIGNATURES

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 hereunto duly authorized.