Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b)
On
January 5, 2018, David M. Hudson, the President and Chief Executive Officer of Schmitt Industries, Inc. (the Registrant), tendered his resignation, effectively immediately, as an officer of the Registrant, including any positions
held with any of the Registrants subsidiaries. Mr. Hudson will retain his position as a director of the Registrant.
A copy of the press
release announcing Mr. Hudsons resignation is furnished as Exhibit 99.1 to this report.
(c)
On January 5, 2018 the Registrant appointed David W. Case as its President and Chief Executive Officer, effective immediately.
Mr. Case, aged 54, has served as the Vice President of Operations of the Registrant since 1996 and is also currently the General Manager of the
Registrants largest product line, Schmitt Dynamic Balancing Systems. Prior to 1996, Mr. Case held the position of Production Manager. He has been responsible for many of the design features of the SBS Dynamic Balance System and has
overseen various departments within the Registrant including manufacturing, engineering and quality assurance. Mr. Case holds a B.S. degree in Economics from the University of Oregon.
A copy of the press release announcing Mr. Cases appointment is furnished as Exhibit 99.1 to this report.
(d)
On January 5, 2018, the Board of Directors of the
Registrant expanded its number of authorized directors from four to five and elected David W. Case as a director of the Registrant, both effective as of January 5, 2018. It is expected that Mr. Case will stand for reelection at the 2018 Annual
Meeting of Shareholders.
Mr. Case, aged 54, has served as the Vice President of Operations of the Registrant since 1996 and is also currently the General
Manager of the Registrants largest product line, Schmitt Dynamic Balancing Systems. Prior to 1996, Mr. Case held the position of Production Manager. He has been responsible for many of the design features of the SBS Dynamic Balance System
and has overseen various departments within the Registrant, including manufacturing, engineering and quality assurance. Mr. Case holds a B.S. degree in Economics from the University of Oregon.
As an employee of the Registrant, Mr. Case will not qualify as independent under the definition promulgated by NASDAQ and therefore will not be a member of
the Boards Audit, Compensation or Nominating Committee. The Registrant believes that Mr. Case possesses specific attributes that qualify him to serve as a director of the Registrant, including the perspective and experience he will bring as
President and Chief Executive Officer of the Registrant, and his prior experience with the Registrant.
There are no related person transactions (or
proposed related person transactions) with respect to Mr. Case reportable under Item 5.02(d) of Form 8-K and Item 404(a) of Regulation S-K since the beginning of the Registrants last fiscal year. Mr. Case will receive the compensation
described under Executive Compensation of the Registrants Proxy Statement for the 2017 Annual Meeting of Shareholders filed with the Securities and Exchange Commission.
A copy of the press release announcing Mr. Cases appointment is furnished as Exhibit 99.1 to this report.