Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Principal Officers
On June 1, 2018, the Board of Directors appointed
Alan R. Klembczyk, 52, as President of Taylor Devices, Inc. to replace Douglas P. Taylor, who retired on May 31, 2018. Mr. Klembczyk
began his career with Taylor Devices in 1988 as a design engineer. Since then he has held the positions of Assistant Chief Engineer,
Chief Engineer and recently Vice President of Sales and Engineering. Mr. Klembczyk holds a B.S. degree in Mechanical Engineering
from the State University of New York at Buffalo.
Mr. Klembczyk has been instrumental in designing
and developing shock and vibration products. These include hundreds of applications to improve performance under wind, seismic,
shock and vibration for many aerospace, industrial and structural applications.
Mr.
Klembczyk
has served for several years on the Technical Advisory Group for the US Shock and Vibration Information &
Analysis Center and has been a recurring tutorial and course instructor for various organizations.
He has published several papers describing
unique applications for structural dampers, tuned mass dampers, vibration isolators, shock absorbers, and shock isolators and holds
two US Patents.
Directors
In addition to the Board of Directors having
elected F. Eric Armenat as a director of the Company on April 27, 2018, they have also elected Alan R. Klembczyk, President of
Taylor Devices, and Mark V. McDonough, CFO of Taylor Devices, as directors of the Company by unanimous consent. Mr. Armenat replaces
the late Reginald B. Newman II as a Class 1 director, Mr. Klembczyk replaces retiree Douglas P. Taylor as a Class 3 director and
Mr. McDonough replaces retiree Richard G. Hill as a Class 2 director. All three directors will stand for election at the Annual
Meeting of Shareholders to be held on November 2, 2018.
Taylor Devices endeavors to create a Board
of Directors with professional experience that will work to further the long term objectives of the Company and its shareholders.
The Board has selected these nominees based on the criteria as set forth by the Nominating Committee in their charter.
Mr. Armenat currently serves as the President and CEO of MultiSorb
Technologies Inc. He has more than thirty years of manufacturing experience in a number of industries including Aerospace and Defense.
Mr. Armenat has spent the past twenty years in senior management positions, and this experience, combined with his academic and
military experience, qualifies him to serve as a member of the Board of Directors of Taylor Devices, Inc.
Mr. Klembczyk has held various key positions in Sales & Engineering
at Taylor Devices for more than 30 years. He has overseen the development of new products, established new marketing policies,
and has been directly involved with defining Company policy and strategic direction in cooperation with current and former Management.
As mentioned above, he has published several papers within the shock and vibration community, holds US patents for Taylor products
and has served as course instructor for seminars and tutorials internationally. Mr. Klembczyk’s vision and leadership
ability in addition to his diverse experience and knowledge of many facets of the Company’s operations qualify him to serve
as a member of the Board of Directors of Taylor Devices, Inc.
Mr. McDonough is a Certified Public Accountant who has served as
Chief Financial Officer and Treasurer of Taylor Devices, Inc. for the past fifteen years. He has more than twenty five
years of manufacturing experience including thirteen with international organizations. This experience along with Mr. McDonough’s
experience as an auditor with a large, international public accounting firm and as an internal auditor qualify him to serve as
a member of the Board of Directors of Taylor Devices, Inc.
Taylor Devices has also entered into Indemnity
Agreements with Messrs. Armenat, Klembczyk and McDonough, providing for the indemnification and payment of expenses to them in
the event of any proceeding against them in their capacity as a Director of the Company.
Messrs. Armenat, Klembczyk and McDonough will
participate in the Taylor Devices, Inc. Stock Option Plan in accordance with its terms applicable to the Directors of the Company.