Page 10 of 12 – SEC Filing
Item 1. Security and Issuer.
This Amendment No. 2 amends the Statement
of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”)
on April 14, 2016 and as amended by Amendment No. 1 filed on June 3, 2016 (collectively the “Schedule 13D”) relates
to the shares of common stock, $0.01 par value per share (the “Common Stock”) of Global Power Equipment Group, Inc.,
a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 400 E. Las Colinas Boulevard,
Suite 400, Irving, Texas 75039.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition
of the following:
Pursuant
to the Election and Nomination Agreement dated as of June 1, 2016 and effective as of May 25, 2016 (the “Nomination Agreement”)
entered into by each of Wynnefield Partners, Wynnefield Partners I, Wynnefield Offshore, the Plan, WCM and WCI, (collectively,
the “Nominating Parties”) with the Issuer, effective June 27, 2016, Nelson Obus,
age 69, was appointed as a director to serve on the Issuer’s Board until the 2016 Annual Meeting and to serve on the Nominating
and Corporate Governance Committee of the Issuer. Mr. Obus is an employee of the Nominating Parties and serves as their representative
on the Board. As previously disclosed in Amendment No.1 to the 13D filed on June 3, 2016, (“Amendment No. 1”) the Issuer
appointed David A. B. Brown to the Board effective May 25, 2016. Mr. Brown is not employed by, receives no compensation from and
is independent of the Nominating Parties and will not act as their representative.
Pursuant to the Nomination Agreement, the
Issuer also agreed to include Mr. Obus and David A. B. Brown in the Issuer’s slate of Board nominees for election at the
Issuer’s 2016 Annual Meeting and the Issuer’s 2017 Annual Meeting of Shareholders following the 2016 Annual Meeting
(the “2017 Annual Meeting”), and to use commercially reasonable efforts to cause the election of Mr. Brown and Mr.
Obus to the Board at the 2016 Annual Meeting and the 2017 Annual Meeting. In connection with the 2016 Annual Meeting and the 2017
Annual Meeting the Nominating Parties agreed to vote the shares of Common Stock beneficially owned by them for Mr. Brown and Mr.
Obus and five (5) Issuer nominees who are currently serving on the Board.
Like other non-employee directors, including
Mr. Brown, Mr. Obus will receive compensation for his service as director in accordance with the Issuer’s non-employee director
compensation program. There are no family relationships between Mr. Obus or Mr. Brown and any of the Issuer’s directors or
executive officers. There are no transactions to which the Issuer is a party and in which Mr. Obus or Mr. Brown has a direct or
indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
A more detailed description of the terms
of the Nomination Agreement is included in the full text of such agreement, which was previously filed as an exhibit to Amendment
No. 1.
Item 1. Security and Issuer.
This Amendment No. 2 amends the Statement
of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”)
on April 14, 2016 and as amended by Amendment No. 1 filed on June 3, 2016 (collectively the “Schedule 13D”) relates
to the shares of common stock, $0.01 par value per share (the “Common Stock”) of Global Power Equipment Group, Inc.,
a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 400 E. Las Colinas Boulevard,
Suite 400, Irving, Texas 75039.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition
of the following:
Pursuant
to the Election and Nomination Agreement dated as of June 1, 2016 and effective as of May 25, 2016 (the “Nomination Agreement”)
entered into by each of Wynnefield Partners, Wynnefield Partners I, Wynnefield Offshore, the Plan, WCM and WCI, (collectively,
the “Nominating Parties”) with the Issuer, effective June 27, 2016, Nelson Obus,
age 69, was appointed as a director to serve on the Issuer’s Board until the 2016 Annual Meeting and to serve on the Nominating
and Corporate Governance Committee of the Issuer. Mr. Obus is an employee of the Nominating Parties and serves as their representative
on the Board. As previously disclosed in Amendment No.1 to the 13D filed on June 3, 2016, (“Amendment No. 1”) the Issuer
appointed David A. B. Brown to the Board effective May 25, 2016. Mr. Brown is not employed by, receives no compensation from and
is independent of the Nominating Parties and will not act as their representative.
Pursuant to the Nomination Agreement, the
Issuer also agreed to include Mr. Obus and David A. B. Brown in the Issuer’s slate of Board nominees for election at the
Issuer’s 2016 Annual Meeting and the Issuer’s 2017 Annual Meeting of Shareholders following the 2016 Annual Meeting
(the “2017 Annual Meeting”), and to use commercially reasonable efforts to cause the election of Mr. Brown and Mr.
Obus to the Board at the 2016 Annual Meeting and the 2017 Annual Meeting. In connection with the 2016 Annual Meeting and the 2017
Annual Meeting the Nominating Parties agreed to vote the shares of Common Stock beneficially owned by them for Mr. Brown and Mr.
Obus and five (5) Issuer nominees who are currently serving on the Board.
Like other non-employee directors, including
Mr. Brown, Mr. Obus will receive compensation for his service as director in accordance with the Issuer’s non-employee director
compensation program. There are no family relationships between Mr. Obus or Mr. Brown and any of the Issuer’s directors or
executive officers. There are no transactions to which the Issuer is a party and in which Mr. Obus or Mr. Brown has a direct or
indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
A more detailed description of the terms
of the Nomination Agreement is included in the full text of such agreement, which was previously filed as an exhibit to Amendment
No. 1.
