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2022-04-22 2022-04-22 iso4217:USD xbrli:shares iso4217:USD
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
Date of Report (Date of earliest event reported):
April 22, 2022
(Exact name of registrant as specified in its charter.)
Commission File Number:
or other jurisdiction
1110 Maple Street
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange
Title of each class
Name of each exchange on which registered
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)
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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.
||Termination of a Material
The information included in Item 3.03 below and the Amendment No. 3
to Shareholder Rights Plan filed as Exhibit 4.1 to this Current
Report on Form 8-K is incorporated herein by reference.
||Material Modification to Rights
of Security Holders.
On April 22, 2022, the Board of Directors (the “Board”) of
Servotronics, Inc. (the “Company”) approved an Amendment No. 3 (the
“Amendment”) to the Company’s Shareholder Rights Plan dated as of
October 15, 2012 and amended by Amendment No. 1 dated March 9, 2015
and Amendment No. 2 dated December 22, 2021 (as amended, the
The Amendment accelerates the expiration of the Company’s preferred
share purchase rights (the “Rights”) under the Rights Plan to 5:00
p.m., New York, New York time, on April 26, 2022. Consequently, the
Rights Plan terminated at that time. At the time of the termination
of the Rights Plan, all Rights distributed to holders of the
Company’s common stock pursuant to the Rights Plan expired.
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Amendment, which is filed as Exhibit 4.1 to this report.
||Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 22, 2022, Jason T. Bear, a member of the Board and Chair
of its Nominating and Corporate Governance Committee, notified the
Company that he was resigning from the Board effective April 25,
2022. Mr. Bear’s resignation is not the result of any disagreement
with the Company relating to its operations, policies or practices
or with its Board or management.
On April 22, 2022, at the recommendation of the Nominating and
Corporate Governance Committee, the Board elected Karen L. Howard
and Evan H. Wax as independent directors of the Company, effective
April 25, 2022. The Board also appointed the company’s new Chief
Executive Officer, William F. Farrell, Jr. to the Board. As a
result of these appointments and the vacancy created by Mr. Bear’s
resignation, the size of the Board was increased to seven members
and the term of each newly appointed director will expire at the
Company’s 2022 annual meeting of stockholders or until his or her
successor is duly elected and qualified or until his or her earlier
resignation, removal or death. The Board also appointed each of Ms.
Howard and Mr. Wax to serve as a member of the Audit Committee,
Compensation Committee and Nominating and Corporate Governance
Ms. Howard and Mr. Wax will be compensated similarly to the other
non-employee directors of the Company, as described in the
Company’s previously disclosed Director Compensation Program.
Ms. Howard joins the Board with 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 earned her
bachelor’s degree in accounting from Niagara University.
Mr. Wax 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.
Mr. Farrell was appointed Chief Executive Officer of the Company
effective April 25, 2022. Prior to joining the Company, he served
in various roles of increasing responsibility at Moog, Inc.,
including, most recently, Site General Manager for Moog’s Aircraft
Group, which supports military and commercial aerospace
applications from 2019 to 2021. 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. 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.
||Amendments to Articles of
Incorporation or Bylaws; Changes in Fiscal Year.
On April 22, 2020, the Board approved amendments to the Company’s
By-laws to, among other things:
||add new Section 2-7 to require the
advance notice of nominations for election to the board of
directors or for proposing matters that can be acted upon at a
||update Article 3 to clarify certain
matters related to Board and committee structure and
||update and modernize Article 4 with
respect to the Company’s officers; and
||provide several other routine
updates and revisions.
The foregoing summary of the amendments to the Company’s By-laws
does not purport to be complete and is qualified in its entirety by
reference to the full text of the Company’s By-laws, as amended and
restated as of April 22, 2022, a copy of which is attached as
Exhibit 3.1 to this Current Report and is incorporated herein by
On April 27, 2022, the Company issued a press release titled
“Servotronics’ Board Appoints Two New Independent Directors, Names
Non-Executive Chairman and Accelerates Expiration of its
Shareholder Rights Plan.” A copy of the press release is attached
as Exhibit 99.1 and is incorporated herein by reference.
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) this Current Report on
Form 8-K, each of which are available at the SEC's website at
www.sec.gov or the Company's website at
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.
||Financial Statements and
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: April 27, 2022
/s/Lisa F. Bencel, Chief Financial Officer
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