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Form 8-K DIRTT ENVIRONMENTAL SOLU For: Aug 12

August 17, 2022 4:17 PM EDT

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DIRTT ENVIRONMENTAL SOLUTIONS LTD 00-0000000 false 0001340476 0001340476 2022-08-12 2022-08-12

 

 

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): August 12, 2022

 

 

DIRTT ENVIRONMENTAL SOLUTIONS LTD.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Alberta, Canada   001-39061   N/A

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7303 30th Street S.E.

Calgary, Alberta, Canada T2C 1N6

(Address of principal executive offices, including zip code)

(403) 723-5000

(Registrant’s telephone number, including area code)

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 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 Securities Exchange Act of 1934:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Shares, without par value   DRTT   The Nasdaq Stock Market LLC

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.  

 

 

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Chief Operating Offier

On August 12, 2022, the Company’s Board of Directors appointed Richard Hunter to serve as the Company’s Chief Operating Officer, effective August 29, 2022. Mr. Hunter, 60, joins DIRTT following a tenured career with large manufacturing companies, including: Forterra (2018-2020) as Chief Operating Officer, then President; Trinity Industries (2013-2018) as Chief Manufacturing Officer, President, then Executive Vice-President Operational Excellence; and various executive and other roles with Danaher Corporation, Delphi Corporation and General Motors Corporation. Mr. Hunter holds an MBA in Operations and Strategic Planning from Purdue University, a Master of Science degree in Manufacturing Management from Kettering University (formerly General Motors Institute), and a Bachelor of Science degree in Mechanical Engineering from Michigan State University.

Mr. Hunter does not have any family relationship with any other director or executive officer of the Company, nor has he entered into any transactions since January 1, 2022, or any currently proposed transaction, with a director or executive officer (or immediate family member thereof) of the Company, exceeding $120,000, in which he had or will have a direct or indirect material interest.

The Company and Mr. Hunter entered into an executive employment agreement (the “Employment Agreement”) dated August 12, 2022 under which Mr. Hunter is entitled to certain remuneration, benefits and rights on termination, and which subjects Mr. Hunter to certain ongoing and post-termination obligations and restrictive covenants. The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which will be filed as an exhibit to a subsequent Company filing.

The Company expects to enter into its standard form of indemnification agreement with Mr. Hunter, which would require DIRTT to indemnify him to the fullest extent permitted under the Business Corporations Act (Alberta) and to such greater extent as applicable law may hereafter from time to time permit. The foregoing summary of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which will be filed as an exhibit to a subsequent Company filing.

 

Item 7.01

Regulation FD

The Company issued a press release announcing the officer changes on August 15, 2022. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Description

99.1*    Press release dated August 15, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Furnished herewith.


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 thereunto duly authorized.

 

    DIRTT Environmental Solutions Ltd.
Date: August 17, 2022     By:  

/s/ Nandini Somayaji

      Nandini Somayaji
     

Senior Vice President, Talent

General Counsel and Corporate Secretary

Exhibit 99.1

 

LOGO

DIRTT Welcomes Richard Hunter as Chief Operating Officer

CALGARY, Alberta, August 15, 2022 (GLOBE NEWSWIRE) — DIRTT (or the “Company”) (Nasdaq: DRTT, TSX: DRT), a global leader in industrialized construction, is pleased to welcome Richard Hunter as its new Chief Operating Officer, effective August 29, 2022. Based at DIRTT’s headquarters in Calgary, Alberta, Rich will lead manufacturing and operational efficiency to drive success for DIRTT’s clients and construction partners.

Rich brings nearly 40 years of manufacturing leadership and experience to DIRTT following a tenured career with large manufacturing companies, including Forterra, Trinity Industries, Terex Corporation, Danaher Corporation, Delphi Corporation, and General Motors Corporation. Most recently, Rich provided consulting services focused on business transformation and growth.

Benjamin Urban, Chief Executive Officer, commented, “I’m excited to welcome Rich as our new COO. Together with his extensive manufacturing experience, Rich’s track record of engaging teams and building healthy, performance-driven culture makes him a valuable addition to DIRTT. Rich will be a key part of DIRTT’s growth as we unlock manufacturing capacity. His collaborative and inclusive approach will drive improvements in efficiency as DIRTT continues to focus on our strengths, delivering an agile construction system to our clients.”

Rich holds an MBA in Operations and Strategic Planning from Purdue University, a Master of Science degree in Manufacturing Management from Kettering University (formerly General Motors Institute), and a Bachelor of Science degree in Mechanical Engineering from Michigan State University.

Special Note Regarding Forward-Looking Statements

Certain statements contained in this news release are “forward-looking information” and “forward-looking statements” (collectively, “Forward-Looking Information”) as defined under applicable provisions of the United States Private Securities Litigation Reform Act of 1995, and Section 21E of the Exchange Act and within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this news release, is Forward-Looking Information. When used in this news release, the words “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and other similar expressions are intended to identify Forward-Looking Information, although not all Forward-Looking Information contains such identifying words. Forward-Looking Information, by its nature, is based on assumptions, and is subject to important risks and uncertainties. You should not rely on any Forward-Looking Information, which represents our beliefs, assumptions and estimates only as of the dates on which it was made, as predictions of future events. We undertake no obligation to update this Forward-Looking Information, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our Forward-Looking Information with these cautionary statements.

 

LOGO


About DIRTT

DIRTT is a global leader in industrialized construction. Its system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom and greater certainty in cost, schedule, and outcomes. Headquartered in Calgary, Alberta, Canada, DIRTT trades on Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange under the symbol “DRT”.

For further information, please contact

DIRTT Media Relations

[email protected]

DIRTT Investor Relations

[email protected]

 

LOGO



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