When will incentive-related payouts to Thomas Liguori be made by Valmont (VMI)?

Payouts under Thomas Liguori’s incentive plans, including his 2026 short-term incentive plan award and performance stock unit awards, will be made no later than March 15, 2027. These payments remain subject to the specific conditions set forth in the separation and release agreement between him and Valmont Industries.

Valmont (NYSE: VMI) sets retirement terms for ex-CFO Liguori

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Valmont Industries has finalized retirement terms for former Executive Vice President, Chief Financial Officer and Corporate Secretary Thomas Liguori. He previously agreed to be succeeded by John Schwietz effective April 8, 2026 and will remain employed to provide consulting services until December 26, 2026.

Under a separation and release agreement dated May 26, 2026, Liguori will receive base salary and health benefits through the end of his employment if he does not revoke the agreement within seven days. His existing restricted stock units and stock options will continue on their grant terms and vest while he remains employed, with additional accelerated vesting of outstanding unvested awards on December 26, 2026 under his retirement terms when hired. He will also receive cash severance based on weeks of base salary, his 2026 short-term incentive plan award, and performance stock unit payouts for the 2024–2026 plan, with accelerated vesting of outstanding awards under the 2025–2027 and 2026–2028 plans. Incentive plan payouts will be made no later than March 15, 2027, and he will not receive new incentive grants.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Separation agreement date: May 26, 2026 Consulting employment end date: December 26, 2026 Revocation period: 7 days +4 more

7 metrics

Separation agreement date May 26, 2026 Date Valmont and Thomas Liguori entered into separation and release agreement

Consulting employment end date December 26, 2026 Date through which Liguori will remain employed to provide consulting services

Revocation period 7 days Period after execution during which Liguori may revoke the agreement

Base severance period 20 weeks Severance according to Valmont’s general severance policy

Additional service-based severance 2 weeks One week of base salary for each year of service

Incentive payout deadline March 15, 2027 Latest date for payouts under 2026 short-term and performance stock unit plans

Successor CFO effective date April 8, 2026 Effective date of John Schwietz’s appointment as Executive Vice President and CFO

Key Terms

separation and release agreement, restricted stock units, short-term incentive plan award, performance stock unit awards, +1 more

5 terms

separation and release agreement financial

"the Company entered into a separation and release agreement with Mr. Liguori specifying the terms of Mr. Liguori’s separation"

restricted stock units financial

"he will receive his previously awarded restricted stock units and stock options which will continue on the grant date terms"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

short-term incentive plan award financial

"cash payment pursuant to the terms of the agreement for his 2026 short-term incentive plan award"

performance stock unit awards financial

"his performance stock unit awards under the 2024-2026 plan and accelerated vesting of his outstanding awards"

general severance policy financial

"severance according to Valmont’s general severance policy, equal to 20 weeks of his base salary"

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Understanding 8-K Material Events →

06/01/2026 - 03:15 PM

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.

99.1
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

Source: View Original Filing on SEC EDGAR

FAQ

What did Valmont Industries (VMI) disclose about Thomas Liguori’s role?

Valmont Industries disclosed that former Executive Vice President, Chief Financial Officer and Corporate Secretary Thomas Liguori is retiring. He will remain employed to provide consulting services as requested until December 26, 2026, following the earlier appointment of John Schwietz to the CFO and Corporate Secretary roles effective April 8, 2026.

How long will former CFO Thomas Liguori remain with Valmont Industries (VMI)?

Under the separation and release agreement, Thomas Liguori agreed to remain employed by Valmont Industries to provide consulting services as requested until December 26, 2026. During this period, he will continue receiving his base salary and health benefits, subject to the agreement’s conditions and revocation period.

What compensation will Thomas Liguori receive under his Valmont (VMI) separation agreement?

Thomas Liguori will continue to receive base salary and health benefits until December 26, 2026, plus cash severance equal to 20 weeks of base salary plus additional weeks for service, his 2026 short-term incentive award, and performance stock unit payouts, all governed by the agreement’s terms and timelines.

How are Thomas Liguori’s equity awards treated in the Valmont (VMI) agreement?

Liguori’s previously awarded restricted stock units and stock options will continue on their grant date terms and vest while he is employed through December 26, 2026. On that date, outstanding unvested restricted stock units and stock options receive accelerated vesting pursuant to retirement terms agreed when he was hired.

What happens to Thomas Liguori’s performance stock unit awards at Valmont (VMI)?

The agreement provides that Liguori will receive 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. These treatments are tied to his retirement terms when hired and the conditions specified in the agreement.

Is former CFO Thomas Liguori eligible for new incentive grants at Valmont (VMI)?

The agreement specifies that Thomas Liguori is not eligible for any new incentive grants or awards. His compensation package focuses on continued salary and benefits, treatment of existing equity awards, severance under Valmont’s general severance policy, and payouts tied to existing incentive and performance stock unit plans.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 192.4 KB