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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17, 2022
 
image01.jpg
 
LSI INDUSTRIES INC.
(Exact name of Registrant as Specified in its Charter)
 
Ohio
  
01-13375
  
31-0888951
(State or Other
Jurisdiction of
Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification
No.)
 
10000 Alliance Road, Cincinnati, Ohio
45242
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code (513) 793-3200
 
(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 Symbol(s) Name of each exchange on which registered
Common Stock, no par value LYTS NASDAQ
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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 ☐
 
 
 
 
Item5.02.    Other Events.
 
On August 17, 2022 the Board of Directors of LSI Industries Inc. (“LSI”) elected Ernest W. Marshall, Jr. to the Board effective immediately. He also was appointed as a member of the Compensation Committee.
 
Mr. Marshall, age 53, has served as the Executive Vice President and Chief Human Resources Officer at Eaton Corporation located in Cleveland, Ohio since July 2018. He was Vice President of Human Resources of GE Aviation at the General Electric Company from August 2013 to April 2018. Mr. Marshall has served as a director of Republic Bancorp (Nasdaq: RBCAA) since 2020.
 
Mr. Marshall will receive compensation for his service to LSI’s Board according to LSI’s director compensation program for non-employee directors as described in LSI’s proxy materials for its 2021 Annual Meeting of Shareholders.
 
On August 19, 2022 LSI issued a press release related to Mr. Marshall’s election. The press release is attached to this report as Exhibit 99.1.
 
Item 8.01     Other Events
 
On August 17, 2022 the Company issued a press release reporting financial results for the fiscal fourth quarter and full year ended June 30, 2022. The press release incorrectly states on page 6 that the Company will pay its quarterly dividend on September 7, 2022. The Company hereby amends and corrects this disclosure by confirming that the Company shall pay the dividend on September 6, 2022, not September 7, 2022 to shareholders of record as of August 29, 2022.
 
 
Item9.01    Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
ExhibitNo.
  
Description
     
99.1
  
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
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.
 
   
LSI INDUSTRIES INC.
     
   
BY : /s/ Thomas A. Caneris
   
Thomas A. Caneris
   
Executive Vice President –Human
Resources and General Counsel
Dated August 19, 2022
 
 

EXHIBIT 99.1

 

 

 

Dated: August 19, 2022

 

LSI Industries Inc. Announces Board of Directors Election

 

CINCINNATI, August 19, 2022 (GLOBE NEWSWIRE) -- LSI Industries Inc. (NASDAQ: LYTS) today announced that effective August 17, 2022, Ernest W. Marshall has been elected to LSI’s Board of Directors. Mr. Marshall is, Executive Vice President and Chief Human Resources Officer for Eaton, a global power management company.

 

“We are pleased to welcome to the Board Ernest Marshall, who brings with him an impressive background, including over 22 years of global human resources management experience,” said Bill O’Gara, Chairman of the Board. “We also welcome his leadership in diversity and inclusion, which will enhance Board oversight of this important area.”

 

In his role at Eaton, Ernest is responsible for the company’s human resources function, which includes leadership and organizational development, compensation and benefits, inclusion and diversity, and talent acquisition. 

 

Prior to joining Eaton in July of 2018, Ernest served as vice president, Human Resources Leader for GE Aviation, with global HR responsibility for more than 45,000 employees.

 

Ernest holds a law degree from Indiana University – Bloomington School of Law, an MBA from Indiana University, and a Bachelor of Arts in accounting and business administration from Bellarmine University.

 

He currently serves on the boards of trustees for Republic Bank and Trust, the Rock & Roll Hall of Fame, Bellarmine University, and the Kindway Organization.

 

About LSI Industries

 

Headquartered in Greater Cincinnati, LSI is a publicly held company traded on the NASDAQ Stock Exchange under the symbol LYTS. The Company manufactures non-residential lighting and display solutions. Non-residential lighting consists of high-performance, American-made lighting solutions. The Company’s strength in outdoor lighting applications creates opportunities to introduce additional solutions to its valued customers. Display solutions consist of graphics solutions, digital signage, and technically advanced food display equipment for strategic vertical markets. LSI’s team of internal specialists also provide comprehensive project management services in support of large-scale product rollouts. The Company employs approximately 1,400 people at 11 manufacturing plants in the U.S. and Canada. Additional information about LSI is available at www.lsicorp.com.

 

Forward-Looking Statements

 

For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, visit http://www.lsi-industries.com/fls as well as our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which contain risk factors.

 

For further information, contact: Noel Ryan, IRC at (720) 778-2415.

 

Additional note: Today’s news release, along with past releases from LSI Industries, are available on the Company’s internet site at www.lsi-industries.com or by calling the Investor Relations Department at (513) 793-3200.