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



(e) As described under Item 5.07 of this Current Report, on May 6, 2021, at the
2021 Annual Meeting of Stockholders (the "Annual Meeting") of Terex Corporation
(the "Company"), the Company's stockholders approved an amendment to the Terex
Corporation 2018 Omnibus Incentive Plan (the "Omnibus Plan") to increase, by two
million, the number of shares of the Company's common stock available for grant
thereunder.

The Omnibus Plan provides for incentive compensation in the form of (i) options
to purchase stock, (ii) stock appreciation rights, (iii) restricted stock
awards, (iv) restricted stock units, (v) other stock awards, (vi) cash awards
and (vii) performance awards. A description of the material terms of the plan is
set forth in Proposal 3, under the heading "Approval of an Amendment to the
Terex Corporation 2018 Omnibus Incentive Plan" in the Company's Proxy Statement
filed with the Securities and Exchange Commission on March 26, 2021 (the "Proxy
Statement"), which description is hereby incorporated by reference into this
Item 5.02(e). The foregoing description of the Omnibus Plan does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Omnibus Plan, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company's Annual Meeting was held on May 6, 2021.



(b)  At the Annual Meeting, the Company's stockholders (i) elected Paula H. J.
Cholmondeley, Donald DeFosset, John L. Garrison, Thomas J. Hansen, Sandie
O'Connor, Christopher Rossi, Andra Rush and David A. Sachs to the Company's
Board of Directors until the Company's next Annual Meeting of Stockholders or
until their respective successors are duly elected and qualified, (ii) approved
in an advisory vote, the compensation of the Company's named executive officers,
(iii) approved an amendment to the Omnibus Plan to increase the number of shares
of the Company's common stock available for grant thereunder, and (iv) ratified
the appointment of KPMG LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2021.

The voting results for each matter submitted to a vote of stockholders at the Company's Annual Meeting were as follows:




                                            For                    Against                  Abstain                Broker Non-Votes

Proposal 1: Election of Directors:
Paula H. J. Cholmondeley                  55,542,421              2,036,738                  39,405                   5,736,972
Donald DeFosset                           52,563,237              5,014,574                  40,753                   5,736,972
John L. Garrison                          54,002,285              3,566,647                  49,632                   5,736,972
Thomas J. Hansen                          55,683,803              1,885,691                  49,070                   5,736,972
Sandie O'Connor                           56,927,197                652,142                  39,225                   5,736,972
Christopher Rossi                         57,498,780                 70,767                  49,017                   5,736,972
Andra Rush                                56,696,893                880,803                  40,868                   5,736,972
David A. Sachs                            52,483,891              5,094,676                  39,997                   5,736,972



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                                            For                    Against                  Abstain                Broker Non-Votes

Proposal 2: Advisory vote on the         55,204,456               2,286,520                  127,588                  5,736,972
compensation of the Company's named
executive officers
Proposal 3: Amendment to the Terex       54,360,512               3,162,598                   95,454                  5,736,972
Corporation 2018 Omnibus Incentive
Plan to increase the number of
shares of the Company's common stock
available for grant
Proposal 4: Ratification of the          62,969,387                 337,538                   48,611                                  0
selection of KPMG LLP as independent
registered public accounting firm
for the Company for 2021

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





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