Form 8-K - Current report

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): November 8, 2023

DMC Global Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-14775

84-0608431

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021

(Address of Principal Executive Offices, Including Zip Code)

(303) 665-5700

(Registrant’s Telephone Number, Including Area Code)

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

Name of exchange on which registered

Common Stock, $0.05 Par Value

BOOM

The Nasdaq Global Select 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 o

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 8, 2023, DMC Global Inc. (the “Company”) appointed James O’Leary, 60, as a director of the Company. Mr. O’Leary served as the Chairman and Chief Executive Officer of WireCo WorldGroup, Inc., a leading global manufacturer of engineered wire, steel rope, and synthetic rope, from January 2017 until July 2019. He was the Chairman and Chief Executive Officer of Kaydon Corporation, a diversified global manufacturer of precision industrial goods, from March 2007 until its sale in October 2013 and also served as a director of Kaydon from 2005 until the sale. He began his career at Deloitte & Touche LLP, where he served in positions of increasing responsibility from 1985 to 1993. He has served on the board of directors of Builders FirstSource, Inc. (BLDR) since 2021, having previously served as non-executive chairman of BMC Stock Holdings, Inc. from 2014 until its merger into Builders FirstSource in 2021. He also serves on the board of directors of Kinematics Manufacturing, Inc., ProSource Plumbing Supply and Sentient Science, Inc.

The board committees on which Mr. O’Leary will serve have not yet been determined. There are no arrangements or understandings between Mr. O’Leary and any other persons pursuant to which he was appointed to the board. There are no related party transactions between Mr. O’Leary and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There are no family relationships between Mr. O’Leary and the Company’s executive officers and other directors. He will be compensated for his services as a director pursuant to the Company’s standard non-executive director compensation arrangements.

Item 7.01 Regulation FD Disclosure.

On November 13, 2023, the Company issued a press release announcing the Board changes described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information provided in Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release regarding appointment of James O'Leary as a director dated November 13, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

DMC Global Inc.

Dated:

November 13, 2023

By:

/s/ Michelle Shepston

Michelle Shepston

Executive Vice President & Chief Legal Officer

EX 99.1



FOR IMMEDIATE RELEASE:			CONTACT:
			Geoff High, Vice President of Investor Relations
			303-604-3924

JAMES O’LEARY APPOINTED TO DMC GLOBAL’S BOARD OF DIRECTORS

BROOMFIELD, Colo. – November 13, 2023 – DMC Global Inc. (Nasdaq: BOOM) today announced its board of directors has elected James O’Leary as an independent director.

Mr. O’Leary joins the DMC board with nearly four decades of executive leadership, finance and board-level experience, principally in the construction and industrial manufacturing industries. He is on the board of directors of publicly traded Builders FirstSource, Inc., the nation’s largest supplier of structural building products, value-added components, and services to professionals in the construction, repair and remodeling industry. He has served as chairman of Kinematics, a global leader in creating motion control solutions for the utility-scale solar, satellite and industrials sectors since 2015; and as a director of privately held ProSource Plumbing Supply, a regional provider of value-added plumbing supplies for high-growth residential markets throughout the Southeast since 2022.

Mr. O’Leary previously served as chairman of publicly traded BMC Stock Holdings, Inc. prior to its merger with Builders FirstSource in 2021, after joining the board of BMC in 2014. From 2017 to 2019, he was chairman and CEO of WireCo WorldGroup, the world's leading supplier of steel and synthetic rope and electromechanical cable. He previously served as chairman and CEO of Kaydon Corporation, Inc., a leading, publicly traded manufacturer of highly engineered industrial products from 2007 until its successful sale in 2013. He joined the board of Kaydon in 2005.

David Aldous, DMC’s chairman, said, “Jim brings a wealth of relevant experience and expertise to the DMC board, and we are thrilled to welcome him as a new director. His insights and guidance will be invaluable as DMC continues to execute its strategy.”

Mr. O’Leary said, “I am honored to be joining the DMC board at this critical point in its transformation. I am truly excited about the opportunity to work with my fellow directors in supporting the DMC leadership team on this exciting journey.”

Mr. O’Leary began his career at Deloitte & Touche LLP, and holds an M.B.A. from the Wharton School of the University of Pennsylvania. He earned a B.B.A. from Pace University in New York and is a CPA in the state of New York.

About DMC Global

DMC Global is an owner and operator of innovative, asset-light manufacturing businesses that provide unique, highly engineered products and differentiated solutions. DMC’s businesses have established leadership positions in their respective markets and consist of: Arcadia, a leading supplier of architectural building products; DynaEnergetics, which serves the global energy industry; and NobelClad, which addresses the global industrial infrastructure and transportation sectors. DMC’s businesses are led by experienced, strategically focused management teams, which are supported with business resources and capital allocation expertise to advance their operating strategies and generate the greatest returns. Based in Broomfield, Colorado, DMC trades on Nasdaq under the symbol “BOOM.” For more information, visit: HTTP://WWW.DMCGLOBAL.COM.

Cover	Nov. 08, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 08, 2023
Entity Registrant Name	DMC Global Inc.
Entity Address, Address Line One	11800 Ridge Parkway
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Broomfield
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	303
Local Phone Number	665-5700
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.05 Par Value
Trading Symbol	BOOM
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Entity File Number	001-14775
Entity Tax Identification Number	84-0608431
Entity Central Index Key	0000034067
Amendment Flag	false