CIRCOR INTERNATIONAL INC (Form: 8-K, Received: 01/19/2022 16:09:22)

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 14, 2022

CIRCOR INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-14962

04-3477276

(State or other jurisdiction

of incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

30 CORPORATE DRIVE, SUITE 200

Burlington,

01803-4238

(Address of principal executive offices)

(Zip Code)

(781) 270-1200

(Registrant’s telephone number, including area code)

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 per share

CIR

New York Stock Exchange

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 2.02 Results of Operations and Financial Condition

On January 19, 2022, CIRCOR International, Inc. (the “Company” or “CIRCOR”) issued a press release in which it reaffirmed its financial outlook for the fourth quarter and full year 2021 and announced the transitions described below in Item 5.02. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

The information in this Item and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by special reference in such filing.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 19, 2022, Scott Buckhout and the Company reached mutual agreement that Mr. Buckhout will step down from his position as President and Chief Executive Officer effective immediately. Mr. Buckhout’s decision to step down from his position was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices, the Company’s management, or the Board.

The Company and Mr. Buckhout are in the process of negotiating the material terms of Mr. Buckhout’s separation and release agreement and intend to enter into such agreement as soon as practicable. The separation and release agreement will be filed as an exhibit to a subsequent current report on Form 8-K.

On January 19, 2022, the Board appointed Aerospace & Defense Group President Tony Najjar as Chief Operating Officer of the Company and named him as the Company’s Interim President and Chief Executive Officer. Mr. Najjar has served as President, Aerospace and Defense Group since February 2018. Before assuming his current role, he served as Vice President, Aerospace and Defense in the Advance Flow Solutions Group from October 2016 to February 2018 and Vice President, Sales & Marketing, Aerospace and Defense Group, from April 2015 to October 2016. Before joining CIRCOR, Mr. Najjar served as Programs Manager, Business Development and Mergers & Acquisitions at Rockwell Collins, a multinational manufacturing company, from October 2011 to April 2015. He has spent over 30 years in the aerospace and defense industry in engineering, sales, and general management roles, including leadership positions at Rockwell Collins and Kaiser Aerospace. Mr. Najjar holds both a bachelor's degree and a Master of Science degree in Mechanical Engineering from Oklahoma State University and an MBA from Pepperdine University.

The selection of Mr. Najjar to serve as the Company’s Chief Operating Officer and Interim President and Chief Executive Officer was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Najjar and any other director or executive officer of the Company, and there are no related person transactions between the Company and Mr. Najjar reportable under Item 404(a) of Regulation S-K.

On January 14, 2022, the Company entered into an executive retention agreement (the “Retention Agreement”) with AJ Sharma, the Company’s Interim Chief Financial Officer. Under the terms of the Retention Agreement, Mr. Sharma will receive additional compensation in the amount of $4,500 per pay period, subject to typical deductions and withholdings. Additionally, Mr. Sharma will be eligible to receive a retention bonus of $140,000 payable in two installments, subject to certain conditions set forth in the Retention Agreement.

The foregoing description of Mr. Sharma’s Retention Agreement is not intended to be complete and is qualified in its entirety by reference to the text of the Retention Agreement, a copy of which is attached to this current report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Safe Harbor Statement

This Form 8-K contains forward-looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which are, in some cases, beyond the control of CIRCOR. Any statements in this Form 8-K that are not statements of historical fact are forward-looking statements, including, but not limited to, those relating to CIRCOR's fourth-quarter and full year 2021 guidance. Actual events, performance or results could differ materially from the anticipated events, performance or results expressed or implied by such forward-looking statements. Important factors that could cause actual results to vary from expectations include, but are not limited to: our ability to respond to competitive developments and to grow our business, both domestically and internationally; changes in the cost, quality or supply of raw materials; our ability to comply with our debt obligations; our ability to successfully implement our acquisition, divestiture or restructuring strategies, including our integration of the Fluid Handling business; changes in industry standards, trade policies or government regulations, both in the United States and internationally; our ability to operate our manufacturing facilities at current or higher levels and respond to increases in manufacturing costs; and the duration and severity of the COVID-19 pandemic and its impact on the global economy. BEFORE MAKING ANY INVESTMENT DECISIONS REGARDING OUR COMPANY, WE STRONGLY ADVISE YOU TO READ THE SECTION ENTITLED "RISK FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE "INVESTORS" LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.


(d)			Exhibits.


Exhibit No.			Description
99.1			CIRCOR Announces CEO Transition and Reaffirms Outlook for Fourth Quarter and Full Year 2021
10.1			Arjun Sharma Retention Agreement dated January 14, 2022

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.



			CIRCOR INTERNATIONAL, INC.






January 19, 2022			/s/ Jessica W. Wenzell
			Jessica W. Wenzell
			General Counsel & Chief People Officer

Exhibit 10.1

CIRCOR CONFIDENTIAL

January 14, 2022

Arjun Sharma

RE: Retention Agreement

Dear AJ:

We consider your continued service and dedication to CIRCOR essential to our business during a critical period of time. To incentivize you to remain employed with CIRCOR during this critical time, we are pleased to offer you the following modifications to your current salary package, as described in this letter agreement.

Additional Compensation for Interim Role

During the time you serve as the CIRCOR’s interim Chief Financial Officer (“Interim CFO”) and as a result in the increased responsibilities associated therewith, you will receive additional compensation in the amount of $4,500 per pay period (the “Additional Compensation”). This amount will be subject to the typical deductions and withholdings. This Additional Compensation will end with the pay period in which the permanent Chief Financial Officer joins CIRCOR or you cease serving as Interim CFO, whichever is earlier. The Additional Compensation will not be included in the calculation of any incentive compensation awards for which you may be eligible, nor will it be considered as salary for purposes of any severance agreements in place between you and CIRCOR.

Educational Bonus

CIRCOR will pay for you to attend the Advanced Management Program, which is a part of the Wharton School’s Executive Education program, in an amount not to exceed $65,000. You must repay this amount in full, if you leave CIRCOR’s employ for any reason within one year of completion of the program.

Retention Bonus

In recognition of your continued service with CIRCOR through and until December 31, 2022 (the “Retention Period”), we are offering you a retention bonus in the amount of $140,000, less all applicable withholdings and deductions required by law (the “Retention Bonus”).

The Retention Bonus will be paid in two installments. The first installment will be $95,000 and will be payable on June 30, 2022 (“First Payment Date”), with payment to occur on the first regularly scheduled pay date following the First Payment Date . In order to be eligible for the first installment, you must meet the following criteria:

1. You are actively employed by CIRCOR, and your performance has been satisfactory, as determined in CIRCOR’s sole discretion, from the date of this letter agreement through the First Payment Date.

2. You have not given notice of your intent to resign your employment.

3. CIRCOR has not given you notice of its intent to terminate your employment on or before the First Payment Date; provided, however, that you will be eligible to receive a pro rata portion of the first installment if CIRCOR gives you notice of its intent to terminate your employment other than for cause, as determined in CIRCOR’s sole discretion, on or before the First Payment Date and you satisfy all of the other eligibility criteria.

If you are terminated for Cause (as that term is defined in your current Change of Control Agreement), after the first installment is paid but prior to the end of the Retention Period, you agree to repay the first installment in full within fifteen (15) calendar days of the termination of your employment. If CIRCOR terminates you for a reason other than for Cause (as that term is defined in your current Change of Control Agreement), the Retention Bonus shall be accelerated and payable in its entirety within sixty (60) days of your last day of work as a result of such Company termination.

The second installment of $45,000 will be made on the first regularly scheduled pay date after the end of the Retention Period. In order to be eligible for the second installment, you must meet the following criteria:

1. You are actively employed by CIRCOR (in any Executive Committee level role), and your performance has been satisfactory, as determined in CIRCOR’s sole discretion, through the end of the Retention Period;

2. You have not given notice of your intent to resign your employment at any point prior to the end of the Retention Period; and

3. CIRCOR has not given you notice of its intent to terminate your employment on or before the end of the Retention Period; provided, however, that you will be eligible to receive a pro rata portion of the second installment if CIRCOR gives you notice of its intent to terminate your employment other than for cause, as determined in CIRCOR’s sole discretion, before the end of the Retention Period and you satisfy all of the other eligibility criteria.

Your employment remains at-will, meaning that you and CIRCOR may terminate the employment relationship at any time, with or without cause, and with or without notice.

This letter agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be construed and administered in accordance with Section 409A.

This letter agreement contains all of the understandings and representations between CIRCOR and you relating to the Retention Bonus and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention bonus; provided, however, that this letter agreement shall not

supersede any other agreements between CIRCOR and you. Such agreements shall remain in full force and effect. This letter agreement may not be amended or modified unless in writing signed by both the Chief People Officer of CIRCOR and you.

This letter agreement and all related documents, and all matters arising out of or relating to this letter agreement, whether sounding in contract, tort, or statute for all purposes shall be governed by and construed in accordance with the laws of the State of Massachusetts, including its statutes of limitations and Massachusetts choice of law statutes, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply.

Please sign and date this letter agreement and return the signed copy to Jessica Wenzell, General Counsel & Chief People Officer within five (5) days.

We look forward to your continued employment with us.

Very truly yours,

Jessica W. Wenzell

SVP, General Counsel & Chief People Officer

Agreed to and accepted by:

Arjun Sharma

Date:

Exhibit 99.1

CIRCOR ANNOUNCES CEO TRANSITION

Scott Buckhout to step down as President and Chief Executive Officer

Tony Najjar named Chief Operating Officer, appointed interim President and Chief Executive Officer

Company reaffirms outlook for Fourth Quarter & Full Year 2021

BURLINGTON, Mass., January 19, 2022 – CIRCOR International, Inc. “CIRCOR” (NYSE: CIR), a leading provider of severe service flow control solutions and other highly engineered products for markets including industrial, aerospace, and defense, today announced that the Board of Directors and Scott Buckhout, President and Chief Executive Officer, have mutually agreed that Mr. Buckhout will step down as President and Chief Executive Officer, effective immediately. The Board also announced that Aerospace & Defense Group President Tony Najjar has been promoted to Chief Operating Officer and named interim President and Chief Executive Officer. The Company has selected a leading executive search firm to identify a permanent President and Chief Executive Officer.

“Today’s announcement reflects the Board’s commitment to unlock the potential of CIRCOR and accelerate progress on our strategic priorities,” said Chair Helmuth Ludwig. “With over thirty years of experience in the industry, Tony is a proven leader and the right choice to serve as our COO and to lead as interim CEO. We are confident in our path forward and ability to generate long-term value for our employees, customers, suppliers and shareholders.”

Ludwig continued, “On behalf of the Board, I would also like to thank Scott for his many contributions to CIRCOR and wish him the best in his future endeavors.”

Financial Outlook

CIRCOR also reaffirmed its fourth quarter and full year 2021 financial outlook. In the fourth quarter, CIRCOR continues to expect organic revenue to increase by 1 to 3%, adjusted EPS of $0.60 to $0.65, and free cash flow conversion of 85 to 105% ($10 to $15 million). For the full year, CIRCOR continues to expect organic revenue to decrease by (2) to 0%, adjusted EPS of $1.69 to $1.74, and free cash flow conversion of 15 to 25% ($4 to $9 million).

About Tony Najjar

As CIRCOR’s newly appointed Chief Operating Officer, Tony Najjar will be responsible for executing CIRCOR’s strategic priorities across all operations and will oversee performance for the Industrial and Aerospace & Defense segments. Mr. Najjar brings deep expertise and over 30 years of industry experience, holding leadership positions across engineering, sales, and general management. Prior to serving as Group President of Aerospace & Defense, Mr. Najjar served as Vice President and General Manager of CIRCOR Aerospace. Mr. Najjar joined CIRCOR in 2015 as Group Vice President of Sales and Marketing. Before joining CIRCOR, Mr. Najjar held several leadership roles at Rockwell Collins and Kaiser Aerospace, including Business Development and M&A, as well as serving as General Manager of ElectroMechanical Systems. Prior to that, Mr. Najjar was the Vice President of Product

Development at Kaiser Electroprecision. He earned Bachelor and Master of Science degrees in Mechanical Engineering from Oklahoma State University, and an MBA from Pepperdine University in California.

About CIRCOR International, Inc.

CIRCOR International, Inc. is one of the world’s leading providers of mission critical flow control products and services for the Industrial and Aerospace & Defense markets. The Company has a product portfolio of market-leading brands serving its customers’ most demanding applications. CIRCOR markets its solutions directly and through various sales partners to more than 14,000 customers in approximately 100 countries. The Company has a global presence with approximately 3,100 employees and is headquartered in Burlington, Massachusetts. For more information, visit the Company’s investor relations website at http://investors.circor.com.

Use of Non-GAAP Financial Measures

Organic revenue, adjusted earnings per share, and free cash flow are non-GAAP financial measures. These non-GAAP financial measures are used by management in our financial and operating decision making because we believe they reflect our ongoing business and facilitate period-to-period comparisons. We believe these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating CIRCOR’s current operating performance and future prospects in the same manner as management does if they so choose. These non-GAAP financial measures also allow investors and others to compare CIRCOR’s current financial results with CIRCOR’s past financial results in a consistent manner. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP measures can be found in CIRCOR’s earnings press releases and presentations.

Safe Harbor Statement

This press release contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Reform Act of 1995 (the “Act”). The words “expect,” “plan,” “believe,” “predict,” “continue,” and other expressions, which are predictions of or indicate future events and trends and which do not relate to historical matters, identify forward-looking statements, although not all forward-looking statements are accompanied by such words. We believe that it is important to communicate our future expectations to our stockholders, and we, therefore, make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control and our actual results may differ materially from the expectations we describe in our forward-looking statements. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which are, in some cases, beyond the control of CIRCOR. Any statements in this press release that are not statements of historical fact are forward-looking statements, including, but not limited to, those relating to CIRCOR's fourth-quarter and full-year 2021 guidance. Actual events, performance or results could differ materially from the anticipated events, performance or results expressed or implied by such forward-looking statements. Important factors that could cause actual results to vary from expectations include, but are not limited to: our ability to respond to competitive developments and to grow our business, both domestically and internationally; changes in the cost, quality or supply of raw materials; our ability to comply with our debt obligations; our ability to successfully implement our acquisition, divestiture or restructuring strategies, including our integration of the Fluid Handling business; changes in industry standards, trade policies or government regulations, both in the United States and internationally; our ability to operate our manufacturing facilities at current or higher levels and respond to

increases in manufacturing costs; and the duration and severity of the COVID-19 pandemic and its impact on the global economy. BEFORE MAKING ANY INVESTMENT DECISIONS REGARDING OUR COMPANY, WE STRONGLY ADVISE YOU TO READ THE SECTION ENTITLED "RISK FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE "INVESTORS" LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor Contact

Alex Maki

Vice President, FP&A and Investor Relations

CIRCOR International

(781) 270-1200

Media Contacts

Stephanie Pillersdorf

Sard Verbinnen & Co.

(212) 687-8080