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): January 5, 2024

MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of
incorporation)

0-11740

(Commission File Number)

84-0872291
(I.R.S. Employer
Identification No.)

12100 WEST SIXTH AVENUE,

LAKEWOOD, Colorado
(Address of principal executive offices)

80228
(Zip Code)

Registrant’s telephone number, including area code: 303-987-8000

Not Applicable
(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 (see General Instruction A.2. below):

☐	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 under Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered

Common Stock, no par value	MLAB	The Nasdaq Stock Market LLC

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 DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OR CERTAIN OFFICERS

Effective January 5, 2024, the Board of Directors (“Board”) of Mesa Laboratories, Inc. (“Mesa ”), upon the recommendation of its Nominating and Governance Committee, voted to expand the size of the Board from six to seven members, and to appoint Mark Capone to fill the newly created seat. The Board also appointed Mr. Capone to the Audit Committee, to replace Mr. Shiraz Ladiwala, who resigned from the Audit Committee effective as of Mr. Capone’s appointment.

Since the beginning of the fiscal year, there have been no related party transactions between Mesa and the newly-appointed director that would be reportable under Item 404(a) of Regulation S-K.

Mr. Capone will receive compensation in the amounts and forms paid to other non-employee members of Mesa’s Board, as described in Mesa’s proxy statement for its 2023 annual meeting of shareholders. There are no arrangements or understandings between Mr. Capone and any other person pursuant to which Mr. Capone was elected as director. In connection with this appointment, the Board also determined that Mr. Capone is independent within the meaning of the listing standards of the Nasdaq and for purposes of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the Company’s press release announcing Mr. Capone’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 7.01 of this report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits

99.1	Press release dated January 8, 2024.

104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included as Exhibit 101)

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.

DATE: January 8, 2024		Mesa Laboratories, Inc.
		(Registrant)


	BY:	/s/ Gary M. Owens
		Gary M. Owens
		President and Chief Executive Officer

Exhibit 99.1

Mesa Laboratories Appoints Mark Capone to its Board of Directors

Lakewood, Colorado, January 8, 2024 – Mesa Laboratories, Inc. (NASDAQ:MLAB) (“Mesa”, “we”, “us”, or “our”), a global leader in the design and manufacturing of life science tools and critical quality control solutions, today announced the appointment of Mark Capone to its Board of Directors (the “Board”), effective January 5, 2024.

Dr. John Sullivan, Ph.D., Chairman of the Board of Directors, stated: “We are pleased to welcome Mark to Mesa’s Board. Mark is an accomplished life sciences executive with significant leadership and acquisitions experience spanning biopharmaceuticals, life science tools, and clinical genomics. We believe Mark’s insights will be pivotal to Mesa’s growth strategy, and to the value Mesa brings to its customers, employees, and shareholders.”

Following Mr. Capone’s election, the Mesa Board will be comprised of 7 directors, the majority of whom are independent. The Board is committed to ongoing director refreshment and continues to consider new, qualified independent directors.

“I am honored to be joining the Board of Mesa – a high growth life sciences tools organization built around a vision to Protect the Vulnerable,” said Mark Capone. “I look forward to joining the well-respected leaders already on Mesa’s board and lending my experience to help Mesa achieve its strategic objectives.”

Mr. Capone most recently served as CEO and President of Myriad Genetics for five years. Prior to his appointment as CEO and President, he held various progressive leadership roles at Myriad Genetics, with a total tenure of 17 years at the company. During his leadership tenure, he oversaw Myriad Genetics’ growth from an early-stage pioneer in molecular diagnostics into a leading global precision medicine company. Prior to his tenure at Myriad Genetics, Mr. Capone spent 17 years with Eli Lilly and Company in positions across the entire value chain.

In addition to his executive leadership positions, Mr. Capone is a Non-Executive Director and member of the Compensation Committee for of Owlstone Medical Ltd, a breath biopsy diagnostic company focused on early detection of cancer and precision medicine, and a Non-Executive Director and member of the Audit Committee and Financing Committee of DermTech, a U.S. based company focused on early melanoma detection and other skin applications. Previously, Mr. Capone was a director at Abcam PLC, helping to guide that company through its acquisition by Danaher Corporation. Mr. Capone holds a Bachelor of Science in Chemical Engineering from Pennsylvania State University and a M.Sc. in Management and a M.Sc.in Chemical Engineering from Massachusetts Institute of Technology.

About Mesa Laboratories, Inc.

Mesa is a global leader in the design and manufacturing of life science tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare and medical device industries. Mesa offers products and services through four divisions (Sterilization and Disinfection Control, Biopharmaceutical Development, Clinical Genomics, and Calibration Solutions) to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world.

CONTACT: Gary Owens; President and CEO, or John Sakys; CFO, both of Mesa Laboratories, Inc., +1-303-987-8000

For more information about the Company, please visit its website at www.mesalabs.com

Document And Entity Information	Jan. 05, 2024
Document Information [Line Items]
Entity, Registrant Name	MESA LABORATORIES, INC.
Document, Type	8-K
Document, Period End Date	Jan. 05, 2024
Entity, Incorporation, State or Country Code	CO
Entity, File Number	0-11740
Entity, Tax Identification Number	84-0872291
Entity, Address, Address Line One	12100 WEST SIXTH AVENUE
Entity, Address, City or Town	LAKEWOOD
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80228
City Area Code	303
Local Phone Number	987-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MLAB
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000724004