Form 8-K METHODE ELECTRONICS INC For: Feb 13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2018
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METHODE ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 0-2816 (Commission File Number) | 36-2090085 (IRS Employer Identification No.) |
7401 West Wilson Avenue, Chicago, Illinois 60706
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (708) 867-6777
Not Applicable
(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)) | |
Indicate by checkmark 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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2018, the Board of Directors (the "Board") of Methode Electronics, Inc. (the "Company") approved an increase in the size of the Board from eight to nine members, effective immediately. The Board elected Brian Cadwallader as a director of the Company to fill the vacancy. Mr. Cadwallader will serve as a director until his successor is elected and qualified or until his earlier resignation or removal. The Board also appointed Mr. Cadwallader as a member of the Compensation Committee and the Nominating & Governance Committee.
Brian J. Cadwallader served as Vice President, Corporate Secretary and General Counsel of Johnson Controls, Inc. from October 2014 to December 2016. Prior thereto, Mr. Cadwallader served as Vice President and Assistant General Counsel of Johnson Controls from September 2011 to September 2014. Mr. Cadwallader served as Group Vice President and General Counsel of Johnson Controls’ Building Efficiency business from August 2010 to September 2011. Prior to joining Johnson Controls, Mr. Cadwallader served as Associate General Counsel at International Paper Company.
Mr. Cadwallader will be compensated in a manner consistent with the Company’s other non-employee directors, as most recently described in the Company’s Proxy Statement dated August 1, 2017.
A copy of the press release announcing the appointment of Mr. Cadwallader to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements And Exhibits.
(d) Exhibits.
99.1 Press Release dated February 13, 2018
SIGNATURE
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.
METHODE ELECTRONICS, INC. | ||||
Date: | February 13, 2018 | By: | /s/ John Hrudicka | |
John Hrudicka | ||||
Chief Financial Officer | ||||
INDEX TO EXHIBITS
Exhibit No. | Description of Exhibit | |
Exhibit 99.1
METHODE ELECTRONICS, INC. ADDS GENERAL COUNSEL EXECUTIVE BRIAN CADWALLADER TO ITS BOARD OF DIRECTORS
Chicago, IL –February 13, 2018 - Methode Electronics, Inc. (NYSE: MEI), a global developer of custom engineered and application specific products and solutions, announced the election of Brian James Cadwallader as a director of the Company and as a member of the Compensation Committee and the Nominating and Governance Committee.
Chairman Walter J. Aspatore said, “We are pleased to welcome Brian to our board of directors and look forward to leveraging his extensive experience as a corporate general counsel and executive advisor to CEOs and boards of directors. Brian brings a wealth of legal and management experience in both the automotive and industrial markets and will be a tremendous asset with respect to mergers and acquisitions, compliance and corporate governance. His years of experience advising publicly held companies will make him a meaningful contributor in supporting Methode’s growth strategy and increasing shareholder value.”
Mr. Cadwallader most recently served as Vice President, Corporate Secretary and General Counsel at Johnson Controls, Inc., a global diversified technology company. He previously spent 20 years at International Paper Company, a global diversified forest products company, most recently as Associate General Counsel. Prior to International Paper Company, Mr. Cadwallader also worked as National Associate Counsel at Presto Industries and Division Counsel at Bussmann, a division of Cooper Industries.
Mr. Cadwallader commented, “I am excited to join Methode’s board, and I look forward to being part of such a talented team and supporting the company’s high-quality and value-driven culture. I am honored by the trust the board has placed in me.”
Mr. Cadwallader has received a number of awards and accolades throughout his professional career for his outstanding leadership skills and accomplishments, including being named recipient of the Best Corporate Counsel – Public Company award by the Milwaukee Business Journal in 2016. Mr. Cadwallader received his Juris Doctor from Saint Louis University and a Bachelor of Business Administration from Western Michigan University.
Exhibit 99.1
About Methode Electronics, Inc.
Methode Electronics, Inc. (NYSE: MEI) is a global developer of custom engineered and application specific products and solutions with manufacturing, design and testing facilities in Belgium, Canada, China, Egypt, Germany, India, Italy, Lebanon, Malta, Mexico, Singapore, Switzerland, the United Kingdom and the United States. We design, manufacture and market devices employing electrical, electronic, wireless, safety radio remote control, sensing and optical technologies to control and convey signals through sensors, interconnections and controls. Our business is managed on a segment basis, with those segments being Automotive, Interface, Power Products and Other. Our components are in the primary end markets of the automobile, computer, information processing and networking equipment, voice and data communication systems, consumer electronics, appliances, aerospace vehicles and industrial equipment industries. Further information can be found on Methode's Web site www.methode.com.
For Methode Electronics, Inc.:
Kristine Walczak, Dresner Corporate Services, 312-780-7205, [email protected]