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 19, 2016
Servotronics, Inc .
(Exact name of registrant as specified in its charter.)
Commission File Number: 001-07109
| Delaware | 16-0837866 | |
| (State or other jurisdiction | (IRS Employer | |
| of incorporation) | Identification No.) |
1110 Maple Street
Elma, New York 14059-0300
(Address of principal executive offices, including zip code)
(716) 655-5990
(Registrant's telephone number, including area code)
(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)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Appointment of Independent Director
On July 19, 2016, the Board of Directors (the “Board”) of Servotronics, Inc. (the “Company”) appointed Christopher M. Marks to serve as a director of the Company. Mr. Marks will serve on the Company’s Independent Directors Committee and Audit Committee.
Mr. Marks is a partner in the financial planning company Jensen, Marks, Langer & Vance, where he provides money management and business planning services. Prior to joining Jensen, Marks, Langer & Vance and its predecessor company, Buffalo Financial Associates, Mr. Marks practiced commercial and corporate law at Phillips Lytle in Buffalo, NY. Earlier in his career, Mr. Marks spent several years working for the auditing and consulting firm Price Waterhouse in New York City.
There are no arrangements or understandings between Mr. Marks and any other persons pursuant to which Mr. Marks was appointed a director of the Company. There are no transactions in which Mr. Marks has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Marks will receive compensation for his service on the Board of Directors in accordance with the Company’s Compensation Program for Non-Employee Directors.
Approval of Revised Compensation Program for Non-Employee Directors
On July 19, 2016, the Board approved a revised compensation program for non-employee directors. Under the revised director compensation program, each non-employee director will be paid an annual retainer of $50,000 payable on a monthly basis. The Chairperson of the Audit Committee and the Independent Directors Committee will each receive an additional annual retainer in the amount of $10,000. The Company will no longer pay separate meeting fees for attendance at meetings of the Board or committees of the Board.
Item 9.01. Financial Statements and Exhibits
The following are filed as exhibits to this Current Report on Form 8-K:
10.1 Non-Employee Director Compensation Policy, adopted effective as of October 1, 2015 amended as of June 10, 2016.
Signature(s)
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: July 19, 2016
| Servotronics, Inc. | ||
| By: | /s/ Cari L. Jaroslawsky, Chief Financial Officer | |
| Cari L. Jaroslawsky | ||
| Chief Financial Officer | ||
Exhibit 10.1
Non-Employee Director
Compensation Policy
Adopted effective as of October 1, 2015
Amended as of June 10, 2016
The Board of Directors (the “Board”) of Servotronics, Inc. (the “Company”) adopted a Non-Employee Director Compensation Policy (the “Policy”), effective as of October 1, 2015 to compensate non-employee directors of the Company for their time, commitment and contributions to the Board. The Board has amended and restated the Policy, effective as of June 10, 2016 (the “Effective Date”).
The compensation described in this Policy shall be paid automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who may be eligible to receive such compensation, unless such Non-Employee Director declines the receipt of such compensation by written notice to the Company. This Policy shall remain in effect until it is revised or rescinded by further action of the Board.
The terms and conditions of this Policy shall supersede any prior compensation arrangements between the Company and its Non-Employee Directors.
CASH COMPENSATION
Payment Amount
Non-Employee Directors shall be eligible to receive an annual cash retainer of $50,000 for service on the Board. For purposes of this Policy, “annual” means from Annual Shareholders’ Meeting to Annual Shareholders’ Meeting each year. In addition, (i) a Non-Employee Director serving as Chairperson of the Audit Committee shall be eligible to receive an additional annual retainer of $10,000 paid in cash, for such service and (ii) a Non-Employee Director serving as Chairperson of the Independent Directors Committee shall be eligible to receive an additional annual retainer of $10,000, paid in cash, for such service.
No Separate Meeting Fees
No separate meeting fees shall be paid for Board or committee meetings or for actions taken by unanimous written consent in lieu of a meeting in accordance with the Company’s Bylaws.
Payment Schedule
The annual retainers for service on the Board and as chairperson of a committee of the Board as set forth above shall be paid by the Company in arrears in twelve equal monthly installments, the first installment being paid on the date of the one month anniversary of the Annual Shareholders’ Meeting and the remaining installments being paid on each successive one month anniversary date (each such payment date, a “Monthly Payment Date”); provided, however, that if the
Company’s Annual Shareholders’ Meeting for the following year occurs prior to the end of the one year period, the final Monthly Payment Date shall be paid on the day of such Annual Shareholders’ Meeting. If any Non-Employee Director holds office as a director of the Board or chairperson of a Board committee for less than a full monthly period, such Non-Employee Director shall only be entitled to a pro-rated amount of their applicable annual retainer as measured from the most recent Monthly Payment Date through the date on which the Non-Employee Director shall have ceased to serve on the Board and/or as chairperson of a Board Committee, as the case may be.
New Directors
In the event a new Non-Employee Director is elected or appointed to the Board, such Non-Employee Director shall be eligible to receive as compensation for service as a member of the Board or as Chairperson a Board committee, a pro-rated amount of their applicable annual retainer as measured from the date of appointment or election through the next scheduled Monthly Payment Date and thereafter shall be paid in conformity with the other Non-Employee Directors.
TRAVEL EXPENSE REIMBURSEMENT
Each of the Non-Employee Directors shall be entitled to receive reimbursement for reasonable travel expenses which they properly incur in connection with their functions and duties as a director.
Reimbursement for travel expenses incurred is also initiated by the Director, by submitting a Director Expense Reimbursement Form and accompanying receipts to the Finance Department. The reimbursement will be processed within one week of receipt by the Finance Department.