Current Report Filing (8-k)
June 28 2019 - 6:01AM
Edgar (US Regulatory)
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): June 26, 2019
DUCOMMUN INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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001-08174
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95-0693330
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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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200 Sandpointe Avenue, Suite 700,
Santa Ana, California
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92707-5759
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (657)
335-3665
N/A
(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:
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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, $.01 par value per share
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DCO
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New York Stock Exchange
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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. ☐
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 June 5, 2019, Ducommun Incorporated, a Delaware corporation
(the Company), reported that Douglas L. Groves, Vice President, Chief Financial Officer and Treasurer, ceased to serve as an employee of the Company, and that Christopher Wampler, currently serving as Vice President, Controller and Chief
Accounting Officer, was appointed as the Companys Interim Chief Financial Officer and Interim Treasurer to serve in such capacities until a replacement is appointed.
On June 26, 2019, in connection with Mr. Groves departure, the Company and Mr. Groves entered into a separation and
release agreement attached hereto as Exhibit 10.1 (the Separation Agreement). Under the Separation Agreement, and subject to Mr. Groves executing a general release in favor of the Company and otherwise complying with the terms of
the Agreement, the Company will pay Mr. Groves a lump sum cash payment equal to $1,650,642, representing (i) eighteen (18) months of base salary, plus (ii) accrued and unpaid base salary through June 5, 2019, plus (iii) a
cash bonus for 2019 based on a target bonus of fifty-five percent (55%) of base salary, plus (iv) a cash payment with regard to performance stock units granted in 2017 calculated using the closing price of a share of the Companys common
stock on June 4, 2019 based on actual performance for the first two years of the performance cycle and target performance for 2019, plus (v) a cash payment with regard to performance stock units granted in 2018 calculated using the closing
price of a share of the Companys common stock on June 4, 2019 based on actual performance for the first year of the performance cycle and target performance for 2019, plus (vi) a cash payment with regard to restricted stock units
granted in 2017 and 2018 calculated using the closing price of a share of the Companys common stock on June 4, 2019 and assuming one additional year of vesting in the case of each grant; plus (vii) COBRA premiums for 12 months. In
addition, the payment includes up to 12 months of outplacement services for Mr. Groves, at a cost not to exceed $7,200. The Separation Agreement also includes a general release in favor of Mr. Groves from the Company.
The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to a copy of the
Separation Agreement that is filed as Exhibit 10.1 to this Form
8-K,
the contents of which are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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DUCOMMUN INCORPORATED
(Registrant)
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Date: June 27, 2019
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By:
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/s/ Christopher D. Wampler
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Christopher D. Wampler
V.P., Controller and
Chief Accounting Officer
Interim C.F.O. and Interim Treasurer
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