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): December 30, 2019
 
Core Molding Technologies, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-12505
 
31-1481870
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
800 Manor Park Drive
Columbus, Ohio
 
43228-0183
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (614) 870-5000
(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:
 
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(s)
Name of each exchange on which registered
Common Stock, par value $0.01
CMT
NYSE American LLC
Preferred Stock purchase rights, par value $0.01
N/A
NYSE American 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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2019, Core Molding Technologies, Inc. (the “Company”) entered into a First Amendment (the “Amendment”) to Executive Employment Agreement with David L. Duvall, the Company’s President and Chief Executive Officer, to effect certain amendments to Mr. Duvall’s Employment Agreement dated as of October 3, 2018 (the “Employment Agreement”). The Amendment amends the Employment Agreement to (1) eliminate the 24-month guaranteed portion of Mr. Duvall’s Annual Target Bonus and (2) increase Mr. Duvall’s Base Salary continuation in the event Mr. Duvall’s employment is terminated by the Company without Cause, or by Mr. Duvall for Good Reason, from one times his then-current Base Salary to two times his then-current Base Salary.

Each capitalized term used herein and defined in the Employment Agreement, but not otherwise defined herein, shall have the meaning given such term in the Employment Agreement.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01
Financial Statements and Exhibits.

(a) 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.

 
 
 
 
 
 
 
CORE MOLDING TECHNOLOGIES, INC.
 
 
 
Date: January 3, 2020
 
By:
 
/s/ John P. Zimmer
 
 
Name:
 
John P. Zimmer
 
 
Title:
 
Vice President, Treasurer, Secretary and Chief Financial Officer






Exhibit 10.1

    
CORE MOLDING TECHNOLOGIES, INC.
First Amendment to Executive Employment Agreement
December 30, 2019

This First Amendment to Executive Employment Agreement (this “Amendment”) is entered into effective as of the date set forth above (the “Effective Date”) by and between CORE MOLDING TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and DAVID L. DUVALL (the “Executive”).
Background
A.    Effective as of October 3, 2018, the Company and the Executive entered into that certain Executive Employment Agreement (the “Agreement”); and
B.    The Company and the Executive desire to amend the Agreement to reflect the revision of certain bonus and severance payments.
Statement of Agreement
In consideration of the promises and mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as set forth below.
Section 1.Definitions. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Agreement. The term “Agreement”, as used in the Agreement, shall, unless otherwise specified or unless the context otherwise requires, mean the Agreement and this Amendment, together, it being the intent of the Company and the Executive that each of the foregoing be applied and construed as a single instrument.

Section 2.Amendment. The Agreement is hereby amended as follows:

(a)Section 4(d) is hereby amended by deleting “; provided, however, that the Annual Target Bonus shall not be less than one hundred percent (100%) of Executive’s Base Salary for the 24 months after the Effective Date;”;

(b)Section 5(b)(iv) is hereby amended by deleting “continuation of” and replacing it with “an amount equal to two (2) times”;

Section 3.Ratification and Reaffirmation of the Agreement. The Company and the Executive hereby ratify and reaffirm all of the terms and conditions of the Agreement, which, as amended and supplemented by this Amendment, shall remain in full force and effect.

[Signature Page Follows]



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Exhibit 10.1

IN WITNESS WHEREOF, the Company and the Executive have executed multiple counterparts of this Amendment effective as of the Effective Date.
CORE MOLDING TECHNOLOGIES, INC.
By:     /s/ James L. Simonton          /s/ David L. Duvall
James L. Simonton              David L. Duvall             
    Chairman of the Board        



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