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0000914122
0000914122
2022-02-14
2022-02-14
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
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Date of Report (Date of earliest event reported): February 14, 2022
PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32530
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36-3922969
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6410 West Howard Street, Niles, Illinois 60714
(Address of principal executive offices, including zip code)
(847) 966-1000
(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:
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value per share
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PPIH
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The Nasdaq Stock Market LLC
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On February 14, 2022, David S. Barrie notified the board of directors (the “Board”) of Perma-Pipe International Holdings, Inc. (the “Company”) that he has decided not to stand for re-election as a member of the Board at the Company's 2022 Annual Meeting of Stockholders.
On February 14, 2022, the Board temporarily increased the size of the Board from five to six members and appointed Robert McNally to serve as a director, effective as of February 14, 2022.
Mr. McNally, age 51, currently holds the position of Independent Director for Oasis Petroleum, Inc. and Summit Midstream Partners, LP, where he serves on the Audit Committees and Compensation Committees. With over 28 years of global business experience, Mr. McNally is a seasoned leader. Mr. McNally was previously President, Chief Executive Officer and Board Member for EQT Corporation. EQT Corporation, headquartered in Pittsburgh, Pennsylvania, was the largest gas producer in North America. Prior to joining EQT, Mr. McNally was Executive Vice President and Chief Financial Officer at Precision Drilling Corporation. He has a B.A. in Mathematics from Knox College, a B.S. in Mechanical Engineering from the University of Illinois and an M.B.A. from Tulane University Freeman School of Business, New Orleans.
Mr. McNally will be entitled to the same directors' fees as other non-employee directors of the Company, which fees are described in the Company’s proxy statement for its 2021 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 16, 2021. There are no transactions and no proposed transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K between Mr. McNally (or any member of his immediate family) and the Company (of any of its subsidiaries), and there are no arrangements or understandings between Mr. McNally or any other person or entity pursuant to which Mr. McNally was appointed as a director of the Company.
Mr. McNally will serve on the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee of the Board.
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Item 7.01
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Regulation FD Disclosure
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On February 15, 2022, the Company issued a press release announcing the appointment of Mr. McNally as a new director of the Company and Mr. Barrie's decision not to stand for re-election as a director of the Company at the Company's 2022 Annual Meeting of Stockholders. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for the purpose of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibit is being furnished herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
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Date: February 16, 2022
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By:
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/s/ D. Bryan Norwood
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D. Bryan Norwood
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Vice President and Chief Financial Officer
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Exhibit 99.1
COMPANY: Perma-Pipe International Holdings, Inc.
CONTACTS: David Mansfield, President and CEO
Perma-Pipe Investor Relations
847.929.1200
investor@permapipe.com
Perma-Pipe International Holdings Announces the Appointment of
Robert McNally to its Board of Directors
Long-time Perma-Pipe board member David Barrie - not standing for re-election
SPRING, TX, February 15, 2022 -- Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH), a global engineered piping services company, today announced changes to its Board of Directors, including the appointment to the Board of Mr. Robert McNally effective February 14, 2022. Robert McNally will replace Perma-Pipe Director, Mr. David Barrie, who has announced he will not stand for re-election to the Perma-Pipe Board during Perma-Pipe’s upcoming June 23, 2022 annual stockholders meeting.
President and CEO, Mr. David Mansfield commented, “Mr. Barrie has been a valued member of our Board since 2012 and as Chairman since 2015, guiding the company through significant strategic transition which has repositioned us as a strong global company today. We thank him for his extensive service and contributions, his unwavering commitment to the company, and his sincere care and attention for our stockholders. I wish him the very best”.
He continued, “We regularly evaluate our Board composition to ensure it includes the appropriate skills, experience and perspectives necessary to drive growth for our stockholders. The addition of Mr. McNally will bring a fresh set of eyes to leverage and accelerate our performance for our stockholders.”
Mr. Barrie will be transitioning the role of Chairman of the Board to Mr. Jerome Walker, currently Compensation Committee Chairman and Board member since 2014. Mr. Walker commented, “Mr. Barrie’s contributions over the years are countless and his tenure on the Board will not be forgotten. On behalf of the Board of Directors, we thank him for his dedication to serving the stockholders and employees.”
Mr. Barrie commented, “My decision to not stand for re-election comes with mixed emotions. I am pleased that over the past 10 years at Perma-Pipe I have met and worked with many people who have made significant contributions in transforming Perma-Pipe into a global industry leader. It has been a privilege and honor to have witnessed the positive changes in the company during this time. I couldn’t be more proud to have been a part of that journey.”
Mr. McNally, age 51, currently is an Independent Director for both Oasis Petroleum, Inc. and Summit Midstream Partners, LP where he serves on the Audit and Compensation Committees. He has served on several public and private boards in a variety of industries since 2006.
With over 28 years of global business experience, Mr. McNally is a seasoned leader. Mr. McNally was previously President, Chief Executive Officer and Board Member for EQT Corporation. EQT Corporation, headquartered in Pittsburgh, Pennsylvania, was the largest gas producer in North America. Prior to joining EQT, Mr. McNally was Executive Vice President and Chief Financial Officer at Precision Drilling Corporation. He has a B.A. in Mathematics from Knox College, a B.S. in Mechanical Engineering from the University of Illinois and an M.B.A. from Tulane University Freeman School of Business, New Orleans.
Mr. Jerome Walker added, “We are extremely pleased to have Robert join our Board and look forward to drawing from his extensive experience and business expertise as we continue to grow and transform Perma- Pipe’s global business.”
Mr. McNally commented, “I am honored to join the Perma-Pipe Board of Directors and am very much looking forward to working with Perma-Pipe’s talented management team and Board to deliver excellent results for all of the company’s stakeholders.”
Perma-Pipe International Holdings, Inc.
Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH) is a global leader in pre-insulated piping and leak detection systems for oil and gas gathering, district heating and cooling, and other applications. It uses its extensive engineering and fabrication expertise to develop piping solutions that solve complex challenges regarding the safe and efficient transportation of many types of liquids. In total, Perma-Pipe has operations at thirteen locations in six countries.