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):
July 28, 2021
Commission File Number: 0-29923
Orbital Energy Group, Inc.
(Exact Name of registrant as specified in Its Charter)
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Colorado |
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84-1463284 |
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(State or jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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1924 Aldine Western, Houston, Texas |
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77038 |
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(Address of Principal Executive Offices) |
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(zip code) |
(832) 467-1420
(Registrant’s telephone number)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b)) |
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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 (§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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, $0.001 par value |
OEG |
Nasdaq Capital Market |
Item 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 1, 2021, the Orbital Energy Group, Inc. ('the Company") Board of Directors appointed Jerry Sue Thornton and La Forrest V. Williams to the Company Board of Directors ("the Board") as independent directors. The Board has determined that Dr. Thornton and Mr. Williams meet the independence standards adopted by the Board within the meaning of Rule 5605(a)(2) of The NASDAQ Stock Market and Item 407(a) of Regulation S-K. Dr. Thornton and Mr. Williams will serve on the Nominating Committee. No other committee assignments have been made at this time.
There are no arrangements or understandings between Dr. Thornton or Mr. Williams and any other person pursuant to which they were appointed as directors. There are no transactions in which Dr. Thornton or Mr. Williams has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”). For their service as non-employee, independent directors, Dr. Thornton and Mr. Williams shall each receive the pro rata portion of the annual Director Compensation of $100,000, payable quarterly, 50% in cash payment and 50% in Company equity.
Jerry Sue Thornton
Dr. Jerry Sue Thornton earned her B.A. and M. A. in Communications from Murray State University (Kentucky) and Ph.D. in Higher Education Leadership/Administration from The University of Texas (Austin). She earned a post-doctorate certificate from Harvard University.
Dr. Thornton is President of DreamCatcher Education Consulting providing professional development, coaching and mentoring for newly appointed presidents of colleges. She is President Emeritus of the Cuyahoga Community College District serving from 1992 to 2013 which is headquartered in Cleveland, Ohio. The College serves over 30,000 students on four campuses with a budget over $300 million. She brings over 45 years of experience in leading and managing higher education institutions in Chicago, Minnesota and Ohio with a focus on workforce training and professional education.
She also has extensive corporate board service beginning in 1992 with National City Bank/Corporation, Office Max, American Greetings and Bridgestreet Worldwide, Inc. until those companies had a change of control. She later served on the Boards of American Family Insurance, Applied Industrial Technologies, Inc., Republic Powdered Metals, (RPM, Inc.) and First Energy. She is currently serving on the Boards of Barnes and Noble Education (BNED) and Parkwood LLC (an Ohio financial planning company).
Gaining extensive business experience through her board director services of public and private companies, she has been a member of compensation, nominating and governance and audit committees. From manufacturing through distribution; industrial through commercial; financial through merchandizing and energy, Dr. Thornton has amassed over 29 years of business experience. During that tenure, she has served on Special Committees of the Board of Directors involved in acquisition.
Dr. Thornton brings to the Board of Directors broad leadership and business skills as well as an extensive background in workforce/talent acquisition, development and evaluation/assessment.
La Forrest V. Williams
Mr. Williams is a veteran executive of the communications, computer and information assurance business of the Department of Defense and Intelligence community. He served in the civilian Defense Intelligence Senior Executive Service and the United States Air Force senior officer corps as a communication/computer intelligence and information assurance strategist for more than 40 years. His activity in information assurance became a nexus with the vulnerabilities of the energy grid.
His accomplishments include serving as a leader in the original merging of communications and computer systems technology into one management structure for the United States Air Force. His energy focus evolved through his engagement in studying cybersecurity threats to our energy grid during his career at the National Security Agency. Mr. Williams has a history of leadership positions which includes, Chief Information Officer (CIO) of the National Security Agency (NSA), Director of Information Assurance for the U.S. European Command and Director of Legislative Affairs for the National Security Agency. Mr. Williams' experience includes leading a military Communications Group of more than 500 technicians and staff, supporting Nellis Air Force Base Nevada networks. He has installed, managed, upgraded and secured communication cable and space networks worldwide; to include the United States, Europe and South Pacific.
Mr. Williams holds a B.S. degree in Business Administration from San Jose State University and an M.S. Degree in Technology of Management Information Systems from the American University, Washington D.C. He has served at the forefront in the Information Age and was an early leader at NSA in advocating concern about the vulnerability of our nation's energy grid. His advocacy led to the formation of customer assistance teams that he established to advise on the survivability of energy systems of national security concern. He later joined the National War College faculty in 2010 to teach National Security Strategy as a visiting Professor until 2013.
He is a proven results-oriented leader with broad experience as an Air Force Colonel and three years of Board of Director experience with The Government Employees Benefit Association for federal employees. In his spare time, he is a volunteer Docent at the Smithsonian Institute in Washington D.C. and gives tours through the National Museum of American History.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description of Exhibit |
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99.1 |
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 thereunto duly authorized.
Signed and submitted this 3rd day of August 2021.
Orbital Energy Group, Inc.
(Registrant)
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By: |
/s/ Daniel N. Ford |
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Daniel N. Ford |
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Chief Financial Officer |
Exhibit 99.1
ORBITAL ENERGY GROUP, INC. APPOINTS LEGENDARY OHIO
EDUCATOR, DR. JERRY SUE THORNTON, AND FORMER NSA CIO,
LA FORREST WILLIAMS, TO BOARD OF DIRECTORS
HOUSTON, (August 03, 2021) – Orbital Energy Group, Inc. [NASDAQ:OEG], today announced the appointments of “legendary educator” Jerry Sue Thornton and former National Security Agency (NSA) Chief Information Officer, La Forrest Williams, to its Board of Directors (the “Board”), effective immediately. Following the appointments, the Board has been expanded to 10 directors, 7 of whom are independent.
“We are thrilled to welcome these two highly-qualified, experienced individuals as board members,” said Jim O’Neil, OEG’s CEO & vice-chairman. “Both bring many years of valuable experience across a broad range of topics, including corporate governance, and will add perspective to our Board. We welcome them both as directors and look forward to benefitting from their expertise, judgment and counsel.”
Dr. Jerry Sue Thornton, widely recognized as a “legendary educator,” came from humble beginnings in rural western Kentucky. The daughter of a union coal miner and a domestic worker, she rose to become an iconic, internationally acclaimed educator and lecturer. Ms. Thornton is annually recognized as one of the 50 most influential people in Northeast Ohio. During her tenure as President of Cuyahoga Community College, the college became a leader in educational innovation, workforce training and economic development. Her many leadership activities include working to help develop the community college concept in the Netherlands, China, United Kingdom, Jordan, and Qatar.
Dr. Thornton’s board service has included membership on the boards of Applied Industrial Technologies, Inc., National City Bank, Bridgestreet Worldwide, Inc., Republic Powdered Metals, Inc., American Family Insurance, FirstEnergy Corporation, Office Max, Barnes and Noble Education, Inc., and Parkwood Corporation. In addition, she has served as co-chair of the 21st Century Commission on the Future of Community Colleges, on the board of visitors of the Marine Corps University, and on the Community College Advisory Board of Dynamic Campus, among others. She is also the recipient of the 2014 Diverse Champions Award, in recognition of her exemplary leadership of Tri-C through an era of unprecedented change and growth while exemplifying the principles of diversity and inclusion in all facets of her tenure.
Mr. La Forrest Williams is a 30-plus year Air Force retired colonel and defense intelligence senior executive. Along with being a highly-respected communications commander and pilot, he helped implement information assurance and computer security practices for the Department of Defense, other federal agencies, and America’s global partners. Following his distinguished Air Force career, Mr. Williams served as the NSA’s chief information officer, deputy director of legislative affairs and assistant director information assurance operations, Foreign Affairs Directorate for NSA in support of the United States Department of Defense.
Mr. Williams received his Bachelor of Science degree from San Jose State University and his Master of Science and Information Technology from American University, Washington, DC. Among his other accomplishments, Mr. Williams taught at the National War College, instructing senior Department of Defense and State Department leaders, and visiting international leaders from 23 nations. Leaders in this advanced degree program earned a master’s degree in national security strategy. Additionally, he served as chairman of the Department of Aerospace Studies at Howard University.
"We are very pleased and honored to welcome such experienced professionals as Dr. Thornton and La Forrest Williams to the Orbital Energy board," said William Clough, OEG’s chairman & CLO. "They bring diverse experiences, broad perspectives, and extensive expertise in many areas vital to OEG. They are both welcome additions to our increasingly diverse and highly-qualified Board of Directors."
Dr. Thornton commented, “I am delighted to join Orbital Energy’s Board. Having observed the Company’s recent performance and its commitment to diversity and broad inclusion, I look forward to sharing my experience and network with the Company. I plan to work alongside my fellow Board members and company management to enhance shareholder value as Orbital Energy continues to expand its commercial footprint in the energy sector and beyond.”
Mr. Williams commented, “OEG’s management team has positioned the Company to capitalize on an ever-growing energy and telecommunications demand. I'm excited to join the OEG Board as the Company continues executing on its mission of enhancing energy solutions and innovative telecom services for customers, investors and global community partners.”
About Orbital Energy Group
Orbital Energy Group, Inc. [Nasdaq: OEG] is creating a diversified energy services platform through the acquisition and development of innovative companies. Orbital Energy's group of businesses includes Orbital Power Services, Orbital Solar Services, Orbital Telecom Services and Orbital Gas Systems.
Orbital Power Services provides engineering, construction, maintenance and emergency response solutions to the power, utilities, and midstream markets.
Orbital Solar Services provides engineering, procurement, and construction ("EPC") expertise in the renewable energy industry and established relationships with solar developers and panel manufacturers in the utility scale solar market.
Orbital Telecom Services, operating as Gibson Technical Services, has nationwide locations equipped to effectively support multi-vendor OEM technology environments and outside plant construction operations on an as-needed basis with specialized services in broadband, wireless, outside plant and building technologies, including healthcare.
Orbital Gas Systems is a 30-year leader in innovative gas solutions, serving the energy, power and processing markets through the design, installation and commissioning of industrial gas sampling, measurement, and delivery systems.
As a publicly traded company, Orbital Energy is dedicated to maximizing shareholder value. But most important, our commitment to conduct business with a high level of integrity, respect, and philanthropic dedication allows the organization to make a difference in the lives of their customers, employees, investors, and global community.
For more information please visit: www.orbitalenergygroup.com
Important Cautions Regarding Forward Looking Statements
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. The Company may experience significant fluctuations in future operating results due to a number of economic, competitive, and other factors, including, among other things, our reliance on third-party manufacturers and suppliers, government agency budgetary and political constraints, new or increased competition, changes in market demand, and the performance or reliability of our products. These factors and others could cause operating results to vary significantly from those in prior periods, and those projected in forward-looking statements. Additional information regarding these and other factors, which could materially affect the Company and its operations, are included in certain forms the Company has filed with the Securities and Exchange Commission.
Investor Relations:
KCSA Strategic Communications
David Hanover
T: 212-896-1220
orbital@kcsa.com