Current Report Filing (8-k)
April 13 2022 - 04:03PM
Edgar (US Regulatory)
false 0001001385 0001001385 2022-04-07
2022-04-07
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): April 7,
2022
NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)
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Oregon
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0-27140
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93-0557988
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(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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201 NE Park Plaza Drive, Suite 100
Vancouver, WA 98684
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code:
360-397-6250
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:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.01 per share
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NWPX
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Nasdaq Global Select Market
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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. ☐
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Item 5.02.
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
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On May 6, 2021, William Smith, Executive Vice President of
Water Transmission Engineered Systems of Northwest Pipe Company
(the “Company”) informed the Company that he intended to retire
from his position as Executive Vice President of Water Transmission
Engineered Systems in April 2022, as previously disclosed in the
Company’s Current Report on Form 8‑K filed with the Securities
and Exchange Commission on May 11, 2021.
On April 8, 2022, the Company entered into a Separation Agreement
(the “Agreement”) with Mr. Smith, pursuant to which
Mr. Smith will continue to be employed by the Company as a
Consultant effective April 16, 2022, the day after his
resignation as Executive Vice President of Water Transmission
Engineered Systems. The Agreement has a three-year term, provides
for an annual base salary of $150,000 paid in equal installments in
accordance with the Company’s regular payroll cycles, and provides
coverage under the Company’s employee benefit plans. Pursuant to
the Agreement, the Company has affirmed the terms of
Mr. Smith’s unvested restricted stock units (“RSUs”) to allow
the 1,579 RSUs scheduled to vest on January 16, 2023 to
vest as scheduled. In addition, the vesting of the 702 RSUs
scheduled to vest on January 15, 2024 will be accelerated to
also vest on January 16, 2023. The Agreement provides for the
forfeiture by Mr. Smith of any performance stock units that
are unvested at the time of his resignation as Executive Vice
President of Water Transmission Engineered Systems. Pursuant to the
Agreement, Mr. Smith will be required to comply with certain
confidentiality requirements.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the full
text of the agreement, which is filed herewith as Exhibit 10.1
and incorporated herein by reference.
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| Item 8.01. |
OTHER EVENTS |
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Richard Roman Appointed to the Audit
Committee |
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As
previously disclosed, on March 3, 2022 Northwest Pipe Company
received a letter (the “Nasdaq Letter”) from the Listing
Qualifications staff of The Nasdaq Stock Market (“Nasdaq”)
notifying the Company that, as a result of the resignation of
William Yearsley, as previously disclosed, from the Company’s Board
of Directors and its Audit Committee, the Company was not in
compliance with Nasdaq Listing Rule 5605, which requires that
the Company’s Audit Committee be comprised of at least three
directors, all of whom are independent pursuant to the rules of
Nasdaq and applicable law. On April 7, 2022, the Company’s
Board of Directors appointed Richard Roman, a current independent
member of the Board, to the Audit Committee. With the appointment,
the Company is now in compliance with Nasdaq Listing
Rule 5605. |
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Mike Wray Appointed as a Corporate
Officer |
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On April 7, 2022, the Company appointed Mike Wray as a
corporate officer of the Company. Mike Wray, 48, has served
as Senior Vice President and General Manager of Precast and
Engineered Water Technology since November 2021. Mr. Wray
served as Vice President and General Manager of Geneva
Pipe from February 2020 to October 2021 and as Senior Director
of Operations from September 2018 to January 2020. Prior to that,
Mr. Wray held a variety of operational positions within the
Company. Prior to joining the Company in 2007, Mr. Wray spent
two years with Continental Pipe Company and nine years
with Smith Megadiamond, a Schlumberger company.
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Mr. Wray has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a)
of Regulation S‑K, and Mr. Wray has no familial
relationships with executives or directors of the Company. There
are no arrangements or understandings between Mr. Wray and any
other person pursuant to which he was selected as an
officer. Mr. Wray will continue to receive compensation
pursuant to certain arrangements provided by the Company, including
incentive compensation, equity awards, and health and other
benefits typically available to the executive officers. |
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Annual Meeting |
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Northwest Pipe Company’s 2022 Annual Meeting of
Shareholders (the “Annual Meeting”) will be held on June 16,
2022. The record date for determining the shareholders entitled to
notice of, and to vote at, the Annual Meeting is April 14,
2022.
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Item 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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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 on
April 13, 2022.
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NORTHWEST PIPE COMPANY
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(Registrant)
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By
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/s/ Aaron Wilkins
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Aaron Wilkins,
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Senior Vice President,
Chief Financial Officer, and
Corporate Secretary
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