aaon-20220715

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 15, 2022

AAON, INC.

(Exact name of Registrant as Specified in Charter)

Nevada

0-18953

87-0448736

(State or Other Jurisdiction

(Commission File Number: )

(IRS Employer Identification No.)

of Incorporation)

2425 South Yukon Ave.,

Tulsa,

Oklahoma

74107

(Address of Principal Executive Offices)

(Zip Code)

(Registrant's telephone number, including area code): (918) 583-2266

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 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. ☐

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	AAON	NASDAQ

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AAON, Inc. (“AAON” or the “Company”), announced that its Board of Directors elected Xerxes Gazder as Chief Information Officer of AAON, Inc., effective July 18, 2022.

Mr. Gazder has nearly 30 years of leadership experience in information systems across a wide range of industries, including manufacturing, financial services, insurance, healthcare, telecommunications, energy services and logistics. He earned his Bachelor of Science degree in Mathematics from Jadavpur University in India and his Master of Science degree in Computer Science from Illinois Institute of Technology.

Leadership was notified in May 2022 that current VP of Information Technology and Chief Information Officer, Rony Gadiwalla, would be stepping down to pursue other opportunities. As leadership worked through the replacement search, Mr. Gadiwalla agreed to stay on board through August 12, 2022 to assist with the transition of leadership and allow ample time for the new structure to be put into place.

Mr. Gazder will be eligible to participate in all elements of the Company’s executive compensation package. Mr. Gazder and the Company have not entered into any employment agreement in connection with his appointment to his position.

Mr. Gazder does not have any family relationships with any of the Company’s directors or officers and is not party to any transactions of the type listed in Item 404(a) of Regulation S-K.

A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

99.1

Press release dated July 15, 2022 announcing Leadership Appointment.

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.


		AAON, INC.

Date:	July 15, 2022	By:	/s/ Luke A. Bomer
			Luke A. Bomer, Secretary

Exhibit 99.1

AAON Announces Leadership Appointment

TULSA, OK, July 15, 2022 – AAON, Inc. (NASDAQ: AAON) (“AAON” or the “Company”), announced that its Board of Directors elected Xerxes Gazder as Chief Information Officer of AAON, Inc., effective July 18, 2022.

Mr. Gazder comes to AAON with nearly 30 years of leadership experience in information systems across a wide range of industries, including manufacturing, financial services, insurance, healthcare, telecommunications, energy services and logistics. He earned his Bachelor of Science degree in Mathematics from Jadavpur University in India and his Master of Science degree in Computer Science from Illinois Institute of Technology.

Gary D. Fields, President and CEO, said, “Please join me in welcoming Xerxes Gazder to the organization. Xerxes is a known business leader with an outstanding technology background. Of utmost importance is a keen understanding of leadership in this role and Xerxes’s track record for transforming and leading IT organizations is outstanding. We look forward to Xerxes leading our team to sustainable success while continuing to help transform our technology into world-class services for both internal and external customers.”

Leadership was notified in May 2022 that current VP of Information Technology/CIO, Rony Gadiwalla, would be stepping down to pursue other opportunities. As leadership worked through the replacement search, Mr. Gadiwalla agreed to stay on board through August 12, 2022 to assist with the transition of leadership and allow ample time for the new structure to be put into place.

Gary D. Fields, President and CEO, said, “I’d like to thank Rony for his 17 years of service to AAON. Under his leadership, the IT department has contributed heavily to our success and ability to grow into a leader in the commercial/industrial HVAC space. I very much appreciate his personal contributions and what he has meant to this organization. While he will be missed, I wish him nothing but the best in his future endeavors.”

About AAON

AAON, Inc. is engaged in the engineering, manufacturing, marketing and sale of air conditioning and heating equipment consisting of standard, semi-custom and custom rooftop units, data center cooling systems, cleanroom systems, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils and controls. Since the founding of AAON in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver heating and cooling products to perform beyond all expectations and demonstrate the value of AAON to our customers. For more information, please visit www.AAON.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of new information, future events.

Contact Information

Joseph Mondillo

Director of Investor Relations

Phone (617) 877-6346

Email: [email protected]