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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
May 26, 2026
Date of Report (date of earliest event reported)
Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | |
1-31429 | | 47-0351813 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
15000 Valmont Plaza | | 68154 |
Omaha NE | | |
(Address of Principal Executive Offices) | | (Zip Code) |
(402) 963-1000
Registrant's telephone number, including area code
(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 (see General Instruction A.2. below):
☐ 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, $1.00 par value | | VMI | | 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.
Valmont Industries Inc. previously reported the appointment of John Schwietz as Valmont’s Executive Vice President and Chief Financial Officer and Corporate Secretary, effective April 8, 2026, to succeed Thomas Liguori.
On May 26, 2026, the Company entered into a separation and release agreement with Mr. Liguori specifying the terms of Mr. Liguori’s separation and his duties and responsibilities.
Pursuant to the separation and release agreement, Mr. Liguori had communicated his intent to retire from his employment with the company and has agreed to remain in the employ of the company to provide certain consulting services as requested until December 26, 2026. He has agreed to certain confidentiality, cooperation and restrictive covenants as provided in the agreement. In consideration of the foregoing and provided he has not exercised his right to revoke the agreement within seven days following its execution, he will continue to receive his base salary and health benefits until the end of his employment. Subject to conditions set forth in the agreement, he will receive (i) his previously awarded restricted stock units and stock options which will continue on the grant date terms and will vest while he is employed (until December 26, 2026), (ii) accelerated vesting on December 26, 2026 of his outstanding and unvested restricted stock units and stock options pursuant to his retirement terms when hired, and (iii) cash payment pursuant to the terms of the agreement for (a) severance according to Valmont’s general severance policy, equal to 20 weeks of his base salary plus one week for each year of his service (2 weeks), (b) his 2026 short-term incentive plan award, and (c) his performance stock unit awards under the 2024-2026 plan and accelerated vesting of his outstanding awards under the 2025-2027 and 2026-2028 plans pursuant to his retirement terms when hired. Payouts under the incentive plans will be made no later than March 15, 2027. He is not eligible for any new incentive grants or awards.
The foregoing summary is qualified by reference to the Separation and Release Agreement, which is filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | |
Exhibit No. | | Description |
10.1 | | Separation and Release Agreement between Thomas Liguori and Valmont Industries, Inc. dated May 26, 2026 |
104 | | Cover Page Interactive File (the cover page XBRL tags are embedded in 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 hereunto duly authorized.
| | | |
| | Valmont Industries, Inc. |
Date: | June 1, 2026 | | |
| By: | /s/ WILLIAM E. JOHNSON |
| | Name: | William E. Johnson |
| | Title: | Chief Accounting Officer |
