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): August 5, 2024
ASTRONOVA, INC.
(Exact name of registrant as specified in its charter)
| Rhode Island | 0-13200 | 05-0318215 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
600 East Greenwich Avenue
West Warwick, RI 02893
(Address of principal executive offices) (Zip Code)
(401) 828-4000
Registrant’s telephone number, including area code
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 pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Each Exchange on which Registered | ||
| Common Stock, $0.05 Par Value | ALOT | NASDAQ Global Market |
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. |
(e)
On August 5, 2024, AstroNova, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Separation Agreement entered into on June 25, 2024 (the “Separation Agreement”) by the Company and David S. Smith, the Company’s former Vice President, Chief Financial Officer and Treasurer. Pursuant to the terms of the Amendment, subject to Mr. Smith providing evidence to the Company of his election of and enrollment in Medicare Part B coverage, the Company will pay to Mr. Smith the amount of $633.20 per month, monthly in arrears, from August 1, 2024 through January 31, 2026. Except as amended by the Amendment, the Separation Agreement remains in full force and effect.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 10.1 | Amendment dated August 5, 2024 to Separation Agreement between the Company and David S. Smith* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
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.
| ASTRONOVA, INC. | ||||||
| Dated: August 8, 2024 | By: | /s/ Thomas D. DeByle | ||||
| Thomas D. DeByle | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||
Exhibit 10.1
August 5, 2024
| Amendment to: | SEPARATION AGREEMENT AND GENERAL RELEASE | |
| Between: | AstroNova, Inc (the “Company”) and David S. Smith | |
| Dated: | June 17, 2024 (the “Original Separation Agreement”) | |
Whereas the Company recognizes that COBRA coverage is not considered creditable coverage under Medicare Part A or B and that David Smith has opted to elect Medicare Part B as his primary coverage, the Company agrees to amend paragraph 1.e. under “Consideration” of the original Separation Agreement so that it shall read in its entirety as follows:
Should you elect COBRA continuation coverage on a timely basis, the Company will subsidize 100% of the cost of COBRA coverage until the earlier to occur of (i) 18 months following the Separation Date or (ii) the date you obtain alternate coverage through another employer or provider; in addition, subject to your providing written evidence reasonably acceptable to the Company that you have elected and enrolled in Medicare Part B coverage, AstroNova will pay to you, in respect of your costs of Medicare coverage, $633.20 per month, paid monthly in arrears, from August 1, 2024 through January 31, 2026.
Agreed.
| For the Company: | ||||
| /s/ Matthew D. Cook | /s/ David S. Smith | |||
| Matthew D. Cook | David S. Smith | |||
| Vice President | ||||
| Human Resources & Organizational Development | ||||