{"url_path":"/sec/cmco/8-k/2026-02-04/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-02-04","source_url":"https://www.sec.gov/Archives/edgar/data/1005229/0001193125-26-037694-index.html","accession_number":"0001193125-26-037694","cik":"0001005229","ticker":"CMCO","issuer_name":"COLUMBUS MCKINNON CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1005229/0001193125-26-037694-index.html","primary_entity_key":"0001005229","primary_entity_name":"COLUMBUS MCKINNON CORP"},"word_count":670,"has_tables":true,"body_markdown":"Item 5.03\n\nAmendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nPreferred Shares Amendment\n\nOn January 29, 2026 and as contemplated by the Investment Agreement, the Company filed a certificate of amendment (the “Preferred Shares Amendment”) to the Company’s Restated Certificate of Incorporation with the New York State Department of State establishing the rights, preferences, privileges, qualifications, restrictions and limitations of the new Preferred Shares. The Certificate of Amendment was filed in connection with, and as contemplated, by the Investment Agreement.\n\nThe Preferred Shares are convertible perpetual participating preferred shares of the Company, with an initial conversion price equal to $37.68, and accrue dividends at a rate of 7.0% per annum, in addition to participating in the Company’s regular dividends to the extent such dividends exceed $0.07 per calendar quarter (such regular quarterly dividends up to $0.07 per calendar quarter, the “Permitted Quarterly Dividends”), compounded quarterly. Unless agreed to by the Company, no holder of Preferred Shares will be permitted to vote or convert Preferred Shares to the extent such vote or conversion would otherwise result in such holder and its affiliates (based on the aggregate Common Shares and Preferred Shares held by them) having the right to vote more than 45% of the votes held by all shareholders of the Company at any given time (the foregoing referred to below as the “Conversion and Vote Limitations”).\n\nThe Preferred Shares rank senior to the Common Shares with respect to dividend rights and with respect to rights on liquidation, winding-up and dissolution. Holders of the Preferred Shares are entitled to dividends that are payable quarterly in arrears, accrue and accumulate on a daily basis from the issuance date of such Preferred Shares and are payable at the Company’s option, either (i) in cash or (ii) accumulate with respect to each outstanding Preferred Share for the relevant payment period, at a rate of 7.00% per annum, compounded quarterly, subject to adjustment and as set forth in the Preferred Shares Amendment. Holders of the Preferred Shares are also entitled to receive certain dividends declared or paid on the\n\nCommon Shares on an as-converted basis (ignoring for such purposes the Conversion and Vote Limitations). No dividends will be payable to holders of Common Shares unless the full dividends are paid at the same time to the holders of the Preferred Shares, except for dividends paid in the form of Common Shares, convertible securities, or options, and the Permitted Quarterly Dividends.\n\nThe terms of the Preferred Shares are more fully described in the Preferred Shares Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This summary does not purport to be complete and is qualified in its entirety by reference to the Preferred Shares Amendment.\n\nAuthorized Shares and Preemptive Rights Amendment\n\nOn January 29, 2026 and as contemplated by the Investment Agreement, the Company filed a certificate of amendment (the “Authorized Shares and Preemptive Rights Amendment”) to the Company’s Restated Certificate of Incorporation with the New York State Department of State to (i) increase the number of authorized shares of the Company’s capital stock from 51,000,000 shares to 101,000,000 shares and to increase the number of authorized Common Shares from 50,000,000 Common Shares to 100,000,000 and (ii) permit the exercise by the CD&R Investor and its affiliated funds of preemptive rights provided for in the Investment Agreement for so long as the CD&R Investor and its affiliated funds hold Preferred Shares (or Common Shares issued upon conversion of the Preferred Shares) representing at least 25% of the Preferred Shares initially issued to the CD&R Investor to participate in future equity and equity-linked issuances by the Company to the extent necessary to maintain their pro rata ownership percentage interest in the Company, subject to customary exceptions.\n\nThis summary does not purport to be complete and is qualified in its entirety by reference to the Authorized Shares and Preemptive Rights Amendment, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference."}