Current Report Filing (8-k)
December 04 2015 - 5:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 1, 2015
Huttig Building Products, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-14982 |
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43-0334550 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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555 Maryville University Dr., Suite 400, St. Louis, MO |
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63141 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (314) 216-2600
Former name or former address, if changed since last report: Not Applicable
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 1, 2015, Messrs. R. S. Evans and E. Thayer Bigelow resigned from the Board of Directors (the Board) of Huttig
Building Products, Inc. (Huttig). Mr. Evans had announced on February 27, 2015, that he would resign from the Board effective immediately following Huttigs April 2016 Annual Meeting after over 40 years of service on the
Board. On December 2, 2015, Mr. Richard S. Forté also resigned from the Board. The resignations resulted from a potential conflict of interest which has arisen between Huttig and its former parent, Crane Co. from which
Huttig was spun-off in December 1999. Mr. Evans serves as the Chairman of the Board of Directors of Crane Co. and Messrs. Bigelow and Forté serve on Crane Co.s Board. The potential conflict involves Huttigs claim that Crane
Co. has certain indemnification obligations to Huttig in connection with the cleanup of contamination at a property in Montana formerly owned by Huttig. The cleanup of the formerly-owned property is described in further detail in Huttigs
periodic filings with the Securities and Exchange Commission, including Note 7 Commitments and Contingencies to Huttigs audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended
December 31, 2014, and Note 4 Contingencies to Huttigs interim consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. Huttig has reconstituted its
Board committees in connection with these resignations to replace the resigning members with other directors. These resignations did not result from a disagreement with Huttig regarding Huttigs operations, policies or practices.
SIGNATURE
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.
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Huttig Building Products, Inc.
(Registrant) |
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Date: December 4, 2015 |
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/s/ Jon P. Vrabely |
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Jon P. Vrabely |
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President and Chief Executive Officer |
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