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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): December
26, 2023
PIONEER
POWER SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-35212 |
|
27-1347616 |
(State
of
|
|
(Commission
|
|
(I.R.S.
Employer
|
incorporation)
|
|
File
Number) |
|
Identification
No.)
|
| |
|
|
400
Kelby Street, 12th Floor
Fort Lee, New Jersey |
|
07024 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(212)
867-0700
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
PPSI |
|
Nasdaq
Stock Market LLC (Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Amendment
to CEO Employment Agreement
On
December 26, 2023, Pioneer Power Solutions, Inc. (the “Company”) and Nathan J. Mazurek, the Company’s Chief
Executive Officer, entered into a fifth amendment (the “Mazurek Amendment”) to that certain Employment Agreement, dated as
of March 30, 2012, as amended on each of November 11, 2014, June 30, 2016, March 30, 2020, and April 25, 2022 (as amended, the
“Mazurek Agreement”), in order to (i) extend the termination date of the Mazurek Agreement from December 31, 2024, to December
31, 2026, and (ii) adjust Mr. Mazurek’s annual base salary to be $650,500 for the period beginning on January 1, 2024, and ending
on December 31, 2024, $675,500 for the period beginning on January 1, 2025, and ending on December 31, 2025, and $700,500, for the period
beginning on January 1, 2026, and ending on December 31, 2026.
Amendment
to CFO Employment Agreement
On
December 26, 2023, the Company and Wojciech (Walter) Michalec, the Company’s Chief Financial Officer, entered into a first
amendment (the “Michalec Amendment”) to that certain Employment Agreement, dated as of April 25, 2022 (as amended, the “Michalec
Agreement”), in order to (i) extend the termination date of the Michalec Agreement from December 31, 2024, to December 31, 2026,
and (ii) adjust Mr. Michalec’s annual base salary to be $300,000 for the period beginning on January 1, 2024, and ending on December
31, 2024, $325,000 for the period beginning on January 1, 2025, and ending on December 31, 2025, and $350,000 for the period beginning
on January 1, 2026, and ending on December 31, 2026.
The
foregoing summaries of each of the Mazurek Amendment and the Michalec Amendment contained in this Item 5.02 do not purport to be complete
and are subject to, and qualified in their entirety by, the full text of the Mazurek Amendment and the Michalec Amendment, copies of
which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
PIONEER
POWER SOLUTIONS, inc. |
| |
|
|
| Date:
January 2, 2024 |
By: |
/s/
Walter Michalec |
| |
Name:
|
Walter
Michalec |
| |
Title: |
Chief
Financial Officer |
Exhibit
10.1
FIFTH
AMENDMENT TO EMPLOYMENT AGREEMENT
This
FIFTH Amendment to Employment Agreement (this “Amendment”) is
made and entered into as of this 26th day of December, 2023, (the “Amendment Effective Date”) by and
between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and Nathan J. Mazurek (the “Executive”)
for purposes of amending that certain Employment Agreement, dated as of March 30, 2012, as amended on November 11, 2014, June 30, 2016,
March 30, 2020, and April 25, 2022 by and between the Company and the Executive (the “Agreement”). Terms used
in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in
the Agreement.
WHEREAS,
the Term under the Agreement is scheduled to expire on December 31, 2024 and the Company and the Executive desire to extend the Term
to December 31, 2026, unless terminated earlier in accordance with Article II of the Agreement;
WHEREAS,
in connection with such extension of the Term, the Company and the Executive desire to adjust the Executive’s base salary as set
forth in this Amendment, with such adjustment to be effective as of January 1, 2024; and
WHEREAS,
Section 5.08 of the Agreement provides that the parties to the Agreement may amend the Agreement in a writing signed by the parties.
NOW
THEREFORE, pursuant to Section 5.08 of the Agreement, and for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Company and the Executive agree as follows:
1.
The first sentence of Section 1.04 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said sentence in
its entirety and substituting in lieu thereof the following sentence:
“The
term of the Executive’s employment under this Agreement shall begin on April 1, 2012 (the “Effective Date”)
and shall continue in effect through December 31, 2026 (the “Term”).”
2.
Section 1.05 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting
in lieu thereof the following new Section 1.05:
“Base
Salary. The Company shall pay the Executive an annual base salary, less applicable payroll deductions and tax withholdings (the “Base
Salary”) for all services rendered by the Executive under this Agreement of (i) $410,000, for the period beginning on November
11, 2014 and ending on December 31, 2015; (ii) $425,000, for the period beginning on January 1, 2016 and ending on December 31, 2016;
(iii) $440,000, for the period beginning on January 1, 2017 and ending on December 31, 2017; (iv) $465,000, for the period beginning
on January 1, 2018 and ending on December 31, 2018; (v) $490,000, for the period beginning on January 1, 2019 and ending on December
31, 2019; (vi) $515,000 per annum, for the period beginning on January 1, 2020 and ending on March 31, 2020; (vii) $415,000, for the
period beginning on April 1, 2020 and ending on March 31, 2021; (viii) $435,500, for the period beginning on April 1, 2021 and ending
on December 31, 2021; (ix) $535,500, for the period beginning on January 1, 2022 and ending on December 31, 2022; (x) $562,500, for the
period beginning on January 1, 2023 and ending on December 31, 2023; (xi) $650,500, for the period beginning on January 1, 2024 and ending
on December 31, 2024; (xii) $675,500 for the period beginning on January 1, 2025 and ending on December 31, 2025; and (xiii) $700,500
for the period beginning on January 1, 2026 and ending on the last day of the Term. The Company shall pay the Base Salary in accordance
with the normal payroll policies of the Company.”
3.
Except as expressly amended by this Amendment, the Agreement shall continue in full force and effect in accordance with the provisions
thereof.
4.
In the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.
[Remainder
of Page Intentionally Left Blank
Signature
Page Follows.]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.
| |
THE
COMPANY: |
| |
|
| |
PIONEER
POWER SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/
Walter Michalec |
| |
Name: |
Walter
Michalec |
| |
Title: |
Chief
Financial Officer |
| |
|
|
| |
EXECUTIVE: |
| |
|
|
| |
/s/ Nathan J. Mazurek |
| |
Nathan
J. Mazurek |
Exhibit
10.2
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
This
FIRST Amendment to Employment Agreement (this “Amendment”) is
made and into entered as of this 26th day of December, 2023, (the “Amendment Effective Date”) by and
between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and Wojciech (Walter) Michalec
(the “Executive”) for purposes of amending that certain Employment Agreement, dated as of April 25, 2022, by
and between the Company and the Executive (the “Agreement”). Terms used in this Amendment with initial capital
letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS,
the Employment Period under the Agreement is scheduled to expire on December 31, 2024 and the Company and the Executive desire to extend
the Employment Period to December 31, 2026, unless terminated earlier in accordance with Section 7 of the Agreement;
WHEREAS,
in connection with such extension of the Employment Period, the Company and the Executive desire to adjust the Executive’s base
salary as set forth in this Amendment, with such adjustment to be effective as of January 1, 2024; and
WHEREAS,
Section 20 of the Agreement provides that the parties to the Agreement may amend the Agreement in a writing signed by the parties.
NOW
THEREFORE, pursuant to Section 20 of the Agreement, and for good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Company and the Executive agree as follows:
1.
The first sentence of Section 1 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said sentence in its
entirety and substituting in lieu thereof the following sentence:
“The
Company shall employ the Executive, and the Executive shall work for the Company, for a term of five (5) years commencing on January
1, 2022 and ending on December 31, 2026, unless terminated earlier in accordance with Section 7 hereof (the “Employment Period”),
upon the terms and conditions contained in this Agreement.”
2.
Section 4.1 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting
in lieu thereof the following new Section 4.1:
“In
consideration for the services to be performed by the Executive during the Employment Period hereunder, the Company shall pay to the
Executive an annualized base salary (“Base Salary”) at the rate of (a) $200,000 per annum for the period of
January 1, 2022 through December 31, 2022, (b) $220,000 per annum for the period of January 1, 2023 through December 31, 2023, (c) $300,000
per annum for the period of January 1, 2024 through December 31, 2024, (d) $325,000 per annum for the period of January 1, 2025 through
December 31, 2025, and (e) $350,000 per annum for the period of January 1, 2026 through the end of the Employment Period, payable less
all applicable withholdings and deductions in accordance with the Company’s customary payroll practices for its executive employees.”
3.
Except as expressly amended by this Amendment, the Agreement shall continue in full force and effect in accordance with the provisions
thereof.
4.
In the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.
[Remainder
of Page Intentionally Left Blank
Signature
Page Follows.]
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.
| |
THE
COMPANY: |
| |
|
| |
PIONEER
POWER SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/
Nathan Mazurek |
| |
Name: |
Nathan
Mazurek |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
EXECUTIVE: |
| |
|
|
| |
/s/ Wojciech (Walter) Michalec |
| |
Wojciech
(Walter) Michalec |
v3.23.4
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Dec. 26, 2023 |
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|
| Entity File Number |
001-35212
|
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PIONEER
POWER SOLUTIONS, INC.
|
| Entity Central Index Key |
0001449792
|
| Entity Tax Identification Number |
27-1347616
|
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DE
|
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400
Kelby Street
|
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12th Floor
|
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Fort Lee
|
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NJ
|
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