DOUGLAS DYNAMICS, INC: Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K)

Item 5.02. Departure of directors or principal officers; Election of directors; Appointment of key management.

Douglas Dynamics, Inc. (the “Company”) announced that the September 24, 2022 the Company’s Board of Directors (the “Board”) has elected Joher Akolawala as a director of the Company until the 2023 annual meeting of shareholders of the Company and until his successor is elected and qualified. Mr Akolawala will be part of the class of directors who will be re-elected at the 2023 annual meeting of shareholders. Also on September 24, 2022, James D. Staley announced to the board that he did not intend to stand for re-election as a director and that he would step down from the board at the end of his current term as a director, effective immediately thereafter the 2023 annual meeting of shareholders. Mr. Staley has been a director of the Company since 2010.

Mr Akolawala served as Executive Vice President and Chief Financial Officer of Pella Companya private door and window manufacturer, since March 2020. Prior to joining Pella, Mr Akolawala served as Senior Vice President, Chief Financial Officer – International of Walgreens Boots Alliance, Inc., a publicly traded pharmaceutical retailer, from November 2019 to March 2020. From June 2014 to October 2019, Mr Akolawala served Mondelez International, Inc., a publicly traded multinational food and beverage company (a successor company to Kraft Foods Group), in roles of increasing responsibility, most recently as Senior Vice President, Global Finance. Before that, Mr Akolawala spent nearly 23 years with Kraft Foods Groupwhere he held several management positions, including that of Chief Financial Officer,
Kraft Grocery; vice president, business systems; and Chief Financial Officer, Kraft Foodservice.

As a non-employee director, Mr Akolawala will be compensated in accordance with the Corporation’s compensation policies for non-employee directors, which are described in the Corporation’s proxy statement for the annual meeting of shareholders filed with the Security and Exchange Commission on March 25, 2022. Upon his election to the Board of Directors, Mr Akolawala will be entitled to receive a pro rata portion of the annual cash compensation and annual share award payable to non-employee directors.

There is no arrangement or understanding between Mr Akolawala and any other person under whom Mr Akolawala was elected as a director of the Company, and there are no transactions in which Mr Akolawala has an interest requiring disclosure under Regulation SK Section 404(a).

Mr Akolawala was elected by the board to fill a vacancy created by the board when it increased the size of its board from seven to eight directors pursuant to its power to determine the size of the board conferred upon it under the fourth amended by-laws and company update.

Mr Akolawala will serve on each of the Board’s Audit, Compensation and Nominating and Corporate Governance Committees.

A copy of the Company’s press release announcing the election of the Mr Akolawala and the retirement of Mr. Staley after the 2023 Annual Meeting of Shareholders is attached hereto as Exhibit 99.1 and is incorporated herein by reference in this Section 5.02.

Section 9.01. Financial statements and supporting documents

(d) Exhibits.

(99.1) Press Release, dated September 26, 2022issued by Douglas Dynamics, Inc.

(104.1) Cover Page Interactive Data File (The Cover Page Interactive Data File is embedded in the online XBRL document).

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