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Form 8-K DREW INDUSTRIES Inc For: Sep 26

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September 26, 2016 4:24 PM EDT
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): September 26, 2016

DREW INDUSTRIES INCORPORATED
 
 
 
 
 
 
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-13646
13-3250533
 
 
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
 
 
3501 County Road 6 East, Elkhart, Indiana
46514
 
 
 
(Address of principal executive offices)
(Zip Code)
 
 
 
Registrant's telephone number, including area code:
(574) 535-1125
 
 
 
 
 
 
 
N/A
 
 
 
 
(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(b) 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 26, 2016, Drew Industries Incorporated (the “Company”) issued a press release announcing that David M. Smith has resigned from his position as Chief Financial Officer of the Company to pursue other interests. Mr. Smith’s departure is amicable and there is no disagreement between Mr. Smith and the Company.

Mr. Smith will continue to work with the Company until December 31, 2016, to support an orderly transition, at which time there will be no further compensation or payments from the Company other than earned but unpaid salary or benefits, and relocation assistance as specified below. The amount that would otherwise be payable under the 2016 Annual Incentive Plan will be paid out to Mr. Smith in accordance with the terms thereof. Any unvested equity awards will terminate in accordance with their respective terms. In consideration of his assistance with the orderly transition of his duties through December 31, 2016, the Company will pay him an additional $100,000 for relocation assistance.

On September 26, 2016, the Company further announced that Brian Hall will be appointed interim Chief Financial Officer, effective immediately, and he will serve in that role until the Board selects Mr. Smith’s replacement. Mr. Hall, age 41, joined the Company in March 2013, and has served as Corporate Controller since June 2013. Prior to joining the Company, he spent more than 16 years in public accounting, most recently as a Senior Manager at Crowe Horwath LLP. Mr. Hall is a graduate of Indiana University, with a bachelor’s degree in Accounting, and is a Certified Public Accountant.

There is no arrangement or understanding between Mr. Hall and any other person pursuant to which he was or is to be selected as an officer. Mr. Hall has no family relationships with any of the directors or executive officers of the Company. Since the beginning of the Company’s last fiscal year, Mr. Hall has had no direct or indirect material interest in any transaction (excluding employment) or any proposed transaction involving the Company in which the amount involved exceeded or exceeds $120,000.

A copy of the Company’s press release announcing Mr. Smith’s resignation and Mr. Hall’s appointment as interim Chief Financial Officer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

Exhibits

99.1
Press Release dated September 26, 2016


2



Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


DREW INDUSTRIES INCORPORATED
(Registrant)


By:       /s/ Robert A. Kuhns                    
Robert A. Kuhns
Chief Legal Officer and Secretary


Dated: September 26, 2016



3


Exhibit 99.1
FOR IMMEDIATE RELEASE   
 
image0a05a02a01a01a03a03a01.gif
Contact: Scott T. Mereness, President
Phone:   (574) 535-1125
E Mail:   [email protected]
 
 


DREW INDUSTRIES ANNOUNCES EXECUTIVE CHANGE

Elkhart, Indiana - September 26, 2016 - Drew Industries Incorporated (NYSE: DW) today announced that David M. Smith, Chief Financial Officer, will be leaving the Company to pursue other opportunities. Mr. Smith joined the Company as Chief Financial Officer in September 2015. Mr. Smith will continue to work with the Company until December 31, 2016, to support an orderly transition.

The Company also announced that it has named Brian Hall as interim Chief Financial Officer, effective immediately. Mr. Hall will serve in this role until the Board elects Mr. Smith’s replacement. Mr. Hall, age 41, joined the Company in March 2013, and has served as Corporate Controller since June 2013. Prior to joining the Company, he spent more than 16 years in public accounting, most recently as a Senior Manager at Crowe Horwath LLP, where he worked with several public company clients in the RV industry. Mr. Hall is a graduate of Indiana University, with a bachelor's degree in Accounting, and is a Certified Public Accountant.

“On behalf of all of us here at Drew Industries, Lippert Components, Inc., and our Board of Directors, I want to thank David for his service during the past year and wish him the best in his future endeavors,” said Jason Lippert, Chief Executive Officer of Drew Industries.

Lippert continued, “We are pleased that Brian has agreed to serve as our interim CFO during this transition period. Brian has been an important part of our financial accounting team for almost four years, and his more than 15 years of experience with the RV industry, combined with his leadership and technical skills, make him the right choice to lead our financial team during this interim period. I am confident in Brian’s ability to assist our executive management team and to continue to work with our Board of Directors.”


About Drew Industries
From 45 manufacturing and distribution facilities located throughout the United States and in Canada and Italy, Drew Industries, through its wholly-owned subsidiary, Lippert Components®, supplies a broad array of components for the leading original equipment manufacturers of recreational vehicles and adjacent industries including buses; trailers used to haul boats, livestock, equipment and other cargo; pontoon boats; manufactured homes; modular housing; and factory-built mobile office units. The Company also supplies components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors and service centers. Drew’s products include steel chassis and related components; axles and suspension solutions; slide-out mechanisms and solutions; thermoformed bath, kitchen and other products; vinyl, aluminum and frameless windows; manual, electric and hydraulic stabilizer and leveling systems; furniture and mattresses; entry, luggage, patio and ramp doors; electric and manual entry steps; awnings and awning accessories; electronic components; appliances; LED televisions and sound systems; navigation systems; wireless backup cameras; and other accessories. Additional information about Drew and its products can be found at www.drewindustries.com.


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