ELMA,
N.Y., April 27, 2022 /PRNewswire/ -- The
Board of Servotronics, Inc. (NYSE American – SVT) announced the
appointment of two new independent directors and a non-executive
Chairman, as well as the accelerated expiration of the
company's shareholder rights plan.
Evan Wax, Managing Member of one
of Servotronics' largest shareholders, Wax Asset Management LLC,
and retired public company finance and business executive
Karen L. Howard have joined the
Board as independent directors. In addition, sitting independent
director Christopher M. Marks was
appointed Chairman of the Board.
Today's announcements follow Servotronics' previously disclosed
appointment of William F. Farrell,
Jr. to serve as Chief Executive Officer and a director of
the company. All of these appointments are effective as of
April 25, and the Board intends to
nominate each of them for election at Servotronics' next annual
meeting of shareholders as part of a six-person slate that is
expected to include incumbents Edward C.
Cosgrove, Esq. and Lucion P.
Gygax.
The Board has also approved an amendment to the company's
shareholder rights plan to accelerate its expiration date to
April 26, 2022, effectively
terminating the "poison pill" that had previously been set to
expire on October 15, 2022.
"Servotronics recognized, publicly acknowledged and initiated
action on the need for governance changes last year. This included
announcing a search for a new CEO with advanced manufacturing and
aerospace experience and beginning the process of recruiting new
independent directors to add diversity and perspective to the
Board," Mr. Marks said. "We believe these changes will help ensure
that the Board is well equipped to represent the interests of all
of its common stockholders. Much important work remains to be done,
and with the latest additions of highly experienced and proven
leaders to our Board and executive team, coupled with other
governance changes announced today, we believe the company is well
positioned for growth, operational success and shareholder value
creation."
The company also announced today that Jason T. Bear tendered his resignation as a
director, effective April 25. Mr.
Marks said, "We thank Jason for his valuable service to
Servotronics over the last five years, and particularly for his
leadership as Nominating and Corporate Governance Committee Chair
through the CEO-search and Board-refreshment process. We wish him
the very best as he returns his full professional attention to the
marketing business he founded and continues to lead as its
CEO."
As previously disclosed on December 27,
2021, the Board does not intend to renominate the company's
former Chairman and CEO Kenneth D.
Trbovich for election to the Board at the next annual
meeting of shareholders.
Independent Director Evan
Wax
Mr. Wax, 40, was appointed to the Servotronics
Board in April 2022. He is Managing
Member of Wax Asset Management LLC in Madison, CT, which has held Servotronics
common stock since October 2014 and
most recently disclosed beneficial ownership of 158,615 of the
company's shares, or 6.37% of shares outstanding. Wax Asset
Management employs a long-term value based investment strategy. By
investing in a concentrated portfolio of equities its goal is to
generate capital appreciation and superior risk adjusted returns
over time. Prior to founding Wax Asset Management in 2011, Mr. Wax
was Managing Director and Head Trader at Hayground Cove Asset
Management where he was also a member of the investment committee
and risk committee. Prior to that, he worked as a Financial Analyst
at Goldman Sachs. Mr. Wax graduated from Yale
University where he received a B.A. in Economics.
Independent Director Karen L.
Howard
Ms. Howard, 59, was appointed to the
Servotronics Board in April 2022. She
has more than 30 years of professional experience as an advisor to
and finance executive with public companies, as well as a proven
record of board leadership. She retired in 2020 after serving for
seven years as Executive Vice President of Kei Advisors LLC, an
investor relations and business advisory firm serving micro-,
small- and mid-cap public company executives and boards across
the United States. Previously, she
served for 17 years with Columbus McKinnon Corporation, including
as Vice President of Strategic Initiatives, Vice President and
Chief Financial Officer, and earlier roles as Treasurer and
Controller of the publicly traded global manufacturer of material
handling products and solutions. Prior to that, she was a certified
public accountant with Ernst & Young LLP. Ms. Howard serves as
a member of the Board of Directors of Highmark Western and
Northeastern New York Inc. (formerly HealthNow New York Inc.), a
regional health care company with about $3.1
billion in revenue. She also chairs its audit committee.
Active in the Western New York
community, Ms. Howard serves on the Niagara University Board of Trustees where she
also chairs its investment committee. She also serves on the Seneca
Street Community Development Corp. Board of Directors, as well as
the finance council of the Catholic Diocese of Buffalo and its
audit and compliance committees. Ms. Howard earned her bachelor's
degree in accounting from Niagara
University.
Chairman Christopher M.
Marks
Mr. Marks, 57, was appointed Chairman of the
Servotronics Board in April 2022 and
has served as an independent director of the company since 2016. He
has served as Chair of the Audit Committee and member of the
Compensation Committee and Nominating and Corporate Governance
Committee. Mr. Marks brings over 25 years of financial planning and
analysis experience to the company as well as a background in
accounting, corporate law and governance. He holds a Bachelor of
Science Degree in Accountancy from Villanova
University, a Master of Business Administration from
St. Bonaventure University, and a Juris
Doctorate with honors from the State
University of New York at Buffalo School of Law. His
extensive experience includes practicing commercial and corporate
law at Phillips Lytle, LLP and several years working for the
auditing and accounting firm Price Waterhouse in New York City. Mr. Marks is a member of the
financial planning firm Jensen, Marks, Langer & Vance, LLC,
where he provides financial planning advice and investment
management services. Also, he is a member and the Chief Compliance
Officer of Sterling Investment Counsel, LLC, a registered
investment advisor. Additionally, Mr. Marks is a member of the
New York State and Erie County Bar
Associations, is a past president of the Buffalo Chapter of the
Society of Financial Service Professionals, and has served on
various boards and advisory committees for privately held
companies, charities, and educational institutions.
Chief Executive Officer and Director William F. Farrell, Jr.
Mr. Farrell, 55,
was appointed to serve as Servotronics' Chief Executive Officer and
a member of the company's Board in April
2022. He joined Servotronics following a more than 30-year
career with Western New York-based
Moog Inc., where he ran businesses with up to $600 million in annual revenues, 1,400 employees
and global facilities, achieved significant sales and operating
margin growth, and led successful quality, on-time delivery and
safety improvement efforts. Most recently, he served two years as
Site General Manager for Moog's Aircraft Group, which supports
military and commercial aerospace applications. Prior to that, he
served five years as Site General Manager for its Industrial Group,
supporting markets including flight simulation, oil and gas
exploration, power generation and industrials automation. Earlier
in his tenure at Moog, he worked in a variety of other executive
and engineering roles for the worldwide designer, manufacturer, and
integrator of precision control components and systems, including
in its Industrials Group, Space Products Division and Engine
Controls Division. Mr. Farrell holds a B.S. degree in mechanical
engineering from the University of Notre
Dame and an M.B.A in manufacturing operations management
from the State University of New York at
Buffalo.
The Board of Directors has determined that each of Ms. Howard,
Mr. Wax and Mr. Marks meet the test of "independence" as defined by
the NYSE American listing standards.
IMPORTANT INFORMATION
Servotronics, Inc. ("Servotronics" or the
"Company") will file a proxy statement with the Securities and
Exchange Commission (the "SEC") in connection with the solicitation
of proxies for its annual meeting of shareholders. The Company will
furnish the definitive proxy statement to its shareholders.
Shareholders are strongly advised to read the proxy statement
because it will contain important information from the Company.
Shareholders may obtain a free copy of the proxy statement, any
amendments or supplements to the proxy statement and other
documents that the Company files with the SEC from
www.sec.gov or the Company's website at
https://servotronics.com/investor-relations/ as soon as
reasonably practicable after such materials are electronically
filed with, or furnished to, the SEC.
The Company, its directors, its executive officers and its
nominees for election as director may be deemed participants in the
Company's solicitation of proxies from shareholders in connection
with the matters to be considered at the upcoming annual meeting of
shareholders. Information about the Company's directors and
executive officers is set forth in (i) the Company's Proxy
Statement for its last Annual Meeting of Shareholders, which was
filed with the SEC on April 14, 2021,
(ii) the Company's Current Report on Form 8-K announcing the
appointment of William F. Farrell,
Jr. as Chief Executive Officer of the Company, which was
filed with the SEC on April 25, 2022
and (iii) the Company's Current Report on Form 8-K announcing the
appointment of Karen L. Howard and
Evan Wax to the Board of Directors,
which was filed with the SEC on April 27,
2022, each of which are available at the SEC's website at
www.sec.gov or the Company's website at
https://servotronics.com/investor-relations/. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the upcoming annual
meeting of shareholders will be included in the definitive proxy
statement that the Company will file with the SEC.
ABOUT SERVOTRONICS
The Company is composed of two groups – the Advanced Technology
Group (ATG) and the Consumer Products Group (CPG). The ATG
primarily designs, develops and manufactures servo controls and
other components for various commercial and government applications
(i.e., aircraft, jet engines, missiles, manufacturing equipment,
etc.). The CPG designs and manufactures cutlery, bayonets, pocket
knives, machetes and combat knives, survival, sporting,
agricultural knives and other edged products for both commercial
and government applications.
FORWARD-LOOKING STATEMENTS
This news release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. When used in this release, the words "project,"
"believe," "plan," "anticipate," "expect" and similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Forward-looking statements involve numerous risks and uncertainties
which may cause the actual results of the Company to be materially
different from future results expressed or implied by such
forward-looking statements. There are a number of factors that will
influence the Company's future operations, including: uncertainties
in today's global economy, including political risks, adverse
changes in legal and regulatory environments, and difficulty in
predicting defense appropriations, the introduction of new
technologies and the impact of competitive products, the vitality
of the commercial aviation industry and its ability to purchase new
aircraft, the willingness and ability of the Company's customers to
fund long-term purchase programs, and market demand and acceptance
both for the Company's products and its customers' products which
incorporate Company-made components, the Company's ability to
accurately align capacity with demand, the availability of
financing and changes in interest rates, the outcome of pending and
potential litigation, the severity, magnitude and duration of the
COVID-19 pandemic, including impacts of the pandemic and of
businesses' and governments' responses to the pandemic on our
operations and personnel, and on commercial activity and demand
across our and our customers' businesses, and on global supply
chains, the ability of the Company to obtain and retain key
executives and employees and the additional risks discussed in the
Company's filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on
forward-looking statements, which reflect management's analysis
only as of the date hereof. The Company assumes no obligation to
update forward-looking statements, whether as a result of new
information, future events or otherwise.
SERVOTRONICS, INC. (SVT) IS LISTED ON NYSE
American
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SOURCE Servotronics, Inc.