Form 8-K - Current report

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): January 18, 2024

ALTA EQUIPMENT GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware	001-38864	83-2583782
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13211 Merriman Road

Livonia, Michigan 48150

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (248) 449-6700

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, $0.0001 par value per share	ALTG	The New York Stock Exchange
Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share	ALTG PRA	The New York Stock Exchange

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Alta Equipment Group Inc. (the “Company”) today announced that its Board of Directors (the “Board”) appointed Jeffrey (Jeff) Hoover as Chief Legal Officer and General Counsel of the Company, effective January 18, 2024.

Mr. Hoover, age 44, previously served as a partner at Dinsmore & Shohl LLP since July 2021. In addition, Mr. Hoover spent 14 years at Howard & Howard Attorneys, PLLC as an attorney and partner from 2007 through 2021. Mr. Hoover specialized in mergers and acquisitions, corporate finance, commercial lending, and real estate transactions. In these previous roles, Mr. Hoover has been an integral advisor to the Company, serving as external legal counsel since 2016. Mr. Hoover holds a Master's of Business Administration in Finance from Eastern Michigan University and Doctorate of Law from Cooley Law School.

In connection with the appointment described in Item 5.02(c) above, Mr. Hoover will receive an annual base salary of $400,000. In addition, he is eligible to receive an annual target cash bonus equal to 65% of his annual base salary and an annual target stock award equal to 65% of his annual base salary under the Company’s long-term incentive plan, both payable at the discretion of the Board. Mr. Hoover is also eligible to participate in the benefit plans and arrangements made available generally to the Company’s executive officers. Any compensation and benefits awarded in connection with any future separation of Mr. Hoover will be determined at the discretion of the Compensation Committee and may be based on the executive, his position, the nature of the potential separation, and his compliance with specified post-termination restrictive covenants.

There are no arrangements or understandings between Mr. Hoover and any other persons pursuant to which Mr. Hoover was selected to serve as the Company’s Chief Legal Officer and General Counsel. Mr. Hoover is not related to any officer or director of the Company and there are not transactions or relationships between Mr. Hoover and the Company that require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On January 22, 2024, the Company issued a press release announcing the hiring of Mr. Hoover, a copy of which is attached hereto as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release, dated January 22, 2024, of Alta Equipment Group Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.


			ALTA EQUIPMENT GROUP INC.

Date:	January 22, 2024	By:	/s/ Ryan Greenawalt
			Name: Ryan Greenawalt Title: Chief Executive Officer

EXHIBIT 99.1

Alta Equipment Group Appoints Jeff Hoover as Chief Legal Officer and General Counsel

LIVONIA, Mich. – January 22, 2024– On January 18, 2024, Alta Equipment Group Inc. (NYSE: ALTG) (“Alta” or “the Company”), a leading provider of premium material handling, construction and environmental processing equipment and related services, appointed Jeff Hoover as Chief Legal Officer and General Counsel effective immediately.

Mr. Hoover comes to Alta via Dinsmore & Shohl LLP, a national law firm, and prior to that Howard & Howard Attorneys, PLLC where he was a Partner at both firms and specialized in mergers and acquisitions, corporate finance, commercial lending, and real estate transactions. Mr. Hoover holds a Master's of Business Administration in Finance from Eastern Michigan University and Doctorate of Law from Cooley Law School.

As Chief Legal Officer, Mr. Hoover will report to Alta’s Chief Executive Officer, Ryan Greenawalt, and take on the role of leading and coordinating Alta’s legal affairs, corporate governance and Board relations, as well as being a business partner to our operational leaders from an administrative and compliance perspective day to day.

“We are pleased to announce the appointment of Jeff Hoover as Chief Legal Officer and General Counsel. In Jeff's previous roles, he was an integral partner to Alta where he supported our growth and development since 2016 as external legal counsel. Jeff has tremendous knowledge of Alta, our history, how we do business, and most importantly our culture,” said Ryan Greenawalt, Chief Executive Officer. “I look forward to the contributions he will make as part of the Alta family.”

“I am excited to step into my new role as Chief Legal Officer and General Counsel and look forward to using my experience to continue to support the growth and success of Alta. I am thrilled to be joining the Alta family,” said Mr. Hoover.

About Alta Equipment Group Inc.

Alta owns and operates one of the largest integrated equipment dealership platforms in the U.S. and has a presence in Canada. Through its branch network, the Company sells, rents, and provides parts and service support for several categories of specialized equipment, including lift trucks and aerial work platforms, heavy and compact earthmoving equipment, crushing and screening equipment, environmental processing equipment, cranes, paving and asphalt equipment and other material handling and construction equipment. Alta has operated as an equipment dealership for 39 years and has developed a branch network that includes over 80 total locations in Michigan, Illinois, Indiana, Ohio, Pennsylvania, Massachusetts, Maine, Connecticut, New Hampshire, Vermont, Rhode Island, New York, Virginia, Nevada and Florida and the Canadian provinces of Ontario and Quebec. Alta offers its customers a one-stop-shop for their equipment needs through its broad, industry-leading product portfolio. More information can be found at www.altaequipment.com.

Contacts

Investors:

Kevin Inda
SCR Partners, LLC

kevin@scr-ir.com
(225) 772-0254

Media:

Glenn Moore

Alta Equipment

glenn.moore@altg.com

(248) 305-2134

Document and Entity Information	Jan. 18, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2024
Entity Registrant Name	ALTA EQUIPMENT GROUP INC.
Entity Central Index Key	0001759824
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38864
Entity Tax Identification Number	83-2583782
Entity Address, Address Line One	13211 Merriman Road
Entity Address, City or Town	Livonia
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48150
City Area Code	248
Local Phone Number	449-6700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	ALTG
Security Exchange Name	NYSE
Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares
Trading Symbol	ALTG PRA
Security Exchange Name	NYSE