UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of T he Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 5, 2019

 

Energy Recovery, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

001-34112

01-0616867

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

1717 Doolittle Dr. San Leandro, CA 94577

(Address if Principal Executive Offices)(Zip Code)

 

 

510-483-7370

(Registrant’s telephone number, including area code)

 

 

N ot 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:

 

 

⃞ 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


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

 

(b)     On March 5, 2019, after nearly 24 years of distinguished service, Mr. Hans Peter Michelet notified the Board of Directors (the “Board”) of Energy Recovery, Inc. (the “Company”) that he intends to retire from the Board and as Chairman of the Board upon the completion of the current Board term, which ends at our 2019 Annual Meeting. Mr. Michelet has notified the Board that his decision to not seek re-election is not based on any disagreement with the Company. Mr. Robert Mao has been appointed as the Company’s next Chairman of the Board and will succeed Mr. Michelet upon his retirement.

 

Item 7.01       Regulation FD Disclosure

 

On March 8, 2019, the Company issued a press release announcing the appointment of Mr. Mao as Chairman of the Board. A copy of such press release relating to this appointment is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

 

Item 9.01      Financial Statements and Exhibits.

 

(d) Exhibits

 

The exhibits listed in the following Exhibit Index are filed as part of this Form 8-K.

 

Exhibit 
Number

 

 

Description

99.1

 

Press Release by Energy Recovery, Inc., dated March 8, 2019

 

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.

 

Date: March 8, 2019

 

 

Energy Recovery, Inc.

 

 

 

 

By:

/s/ William Yeung

 

 

William Yeung

 

 

General Counsel

 

Exhibit 99.1

 

 

Energy Recovery Elects New Chairman of the Board

 

S AN LEANDRO, Calif. — March 8 , 201 9 — Energy Recovery, Inc. (NASDAQ:ERII), the leader in pressure energy technology for industrial fluid flows, today announced the election of Mr. Robert Yu Lang Mao as the new Chairman of the Board of Directors, effective upon the Company’s 2019 Annual Stockholder’s Meeting in June 2019. Mr. Mao has served as a Director of the Company since 2010 and will succeed Mr. Hans Peter Michelet, who first joined the Company’s Board of Directors in 1995 and has served as the Chairman of the Board since 2004. Mr. Michelet will retire from the Board at the end of the current Board term.

 

“It’s been a privilege to guide Energy Recovery’s journey from installing our first PX Pressure Exchanger in 1997 to our position today as the leading energy recovery solutions provider for seawater reverse osmosis desalination,” said Mr. Michelet. “Bob is the ideal steward for the next phase of the Company’s growth based on his global business acumen and deep knowledge of China, his strong strategic and analytical skills, as well as his prior board and executive experience helping industrial companies expand into new product and geographical markets. I am immensely optimistic about the Company’s future.”    

 

Mr. Mao has more than thirty years of executive experience in the technology and telecommunications industries across Asia, the United States, and Europe. In addition to serving on Energy Recovery’s Board of Directors, he is currently a Board Director of Hon Hai Precision Ind. Co. Ltd (Foxconn), the world’s largest contract manufacturer supplying high tech products to world leading companies including Apple, Amazon, Dell, Microsoft, and Hewlett-Packard Company (Hewlett-Packard). Foxconn is a public company listed on the Taiwan Stock Exchange. Mr. Mao also serves on the Board of Directors of privately held Ubee Interactive Corporation, a supplier of broadband access equipment and devices to multimedia and telecom service providers worldwide.

 

“Having spent many years driving industrial companies to scale and into new global markets, I believe Energy Recovery’s prospects are excellent,” said Mr. Mao. “I am delighted to assume the position of Chairman of the Board and am committed to continuing HP’s focus on laying the foundation for long-term growth. His legacy and impact on this organization cannot be understated, and he will always be a part of the Energy Recovery family.”

 

 
 

 

Energy Recovery Page 2
March 8, 2019  

 

 

In 2013 Mr. Mao was named Chairman, China Region for Hewlett-Packard Company (Hewlett-Packard). He retired from Hewlett-Packard in 2016. Mr. Mao served as CEO of 3Com Corporation (3Com) from 2008 to 2010 and completed the sale of 3Com to Hewlett-Packard in 2010. Mr. Mao was also a Board Director of 3Com from 2007 to 2010. 3Com was a Nasdaq listed S&P 500 company providing computer networking and security solutions and products to public and private enterprises worldwide

 

Mr. Mao holds a Bachelor of Materials Science degree, a Master of Metallurgical Engineering degree from Cornell University, and an MBA degree from the Massachusetts Institute of Technology.

 

About Energy Recovery , Inc.

Energy Recovery, Inc. (ERII) is an energy solutions provider to industrial fluid flow markets worldwide.  Energy Recovery solutions recycle and convert wasted pressure energy into a usable asset and preserve pumps that are subject to hostile processing environments.  With award-winning technology, Energy Recovery simplifies complex industrial systems while improving productivity, profitability, and efficiency within the oil & gas, chemical processing, and water industries. Energy Recovery products save clients $1.9 billion (USD) annually.  Headquartered in the Bay Area, Energy Recovery has offices in Dubai, Houston, Madrid and Shanghai.  For more information about the Company, please visit www.energyrecovery.com.

 

Contact

Investor Relations

ir@energyrecovery.com

+1 (281) 962-8105

 

Press Inquiries

pr@energyrecovery.com

+1 (510) 398-2147

 

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