Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2024, at the Douglas Dynamics, Inc. (the "Company") 2024 annual meeting of shareholders (the "Annual Meeting"), the Company's stockholders approved the Douglas Dynamics, Inc. 2024 Stock Incentive Plan (the "2024 Plan"), which had previously been approved by the Company's Board of Directors (the "Board"), subject to stockholder approval. Additional information regarding the results of the Annual Meeting is set forth below under Item 5.07 of this Current Report on Form 8-K.

The Company previously maintained the Douglas Dynamics, Inc. 2010 Stock Incentive Plan (the "2010 Plan"). Effective upon stockholder approval at the Annual Meeting, the 2024 Plan replaced the 2010 Plan, and the 2010 Plan was terminated. No new awards will be granted under the 2010 Plan. Awards currently outstanding under the 2010 Plan will remain outstanding under the 2010 Plan in accordance with their terms.

The 2024 Plan is described in detail in the Company's definitive proxy statement, filed with the Securities and Exchange Commission on March 22, 2024, under the caption "Proposal 3 - Approval of the Company's Stock Incentive Plan," which description is incorporated herein by reference. A copy of the 2024 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.