Benchmark Electronics Inc 8-K, filed Oct 13, 2021
Benchmark Electronics Inc (BHE)
About this 8-K
Benchmark Electronics Inc filed this 8-K on October 13, 2021, reporting on events of October 12, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
On October 12, 2021, Benchmark Electronics, Inc. (NYSE: BHE) announced the appointment of Ramesh Gopalakrishnan as an independent director to the Board of Directors of the Company effective October 11, 2021. In the press release, the Company also announced the resignation of Bruce Carlson, who has served as a board member since 2017, effective October 11, 2021. Mr. Carlson’s resignation was delivered pursuant to the retirement provisions of the Company’s Corporate Governance Guidelines and was occasioned by him attaining the age of 72. His resignation was not the result of any disagreement with management or the Board.
Mr. Gopalakrishnan is the Chief Operating Officer, Wind, of TPI Composites, Inc. (NASDAQ: TPIC), a global manufacturer of utility-scale wind turbine blades. Prior to joining TPI Composites, Inc. in September 2016, Mr. Gopalakrishnan was with Senvion GmbH, where he served as the Executive Vice President of Manufacturing from May 2015 to August 2016 and Senior Vice President, Global Blades, from February 2013 to April 2015. Mr. Gopalakrishnan also served as the Chief Operating Officer of Suzlon Energy Composites from February 2011 to January 2013. Prior to joining Suzlon Energy Composites, Mr. Gopalakrishnan held leadership roles in supply chain and strategy at Halliburton (2006-2010)(NYSE: HAL). Before his time at Halliburton, Mr. Gopalakrishnan held several leadership roles in operations, engineering, and advanced technology at General Electric (1996-2006)(NYSE: GE) and Siemens (1993-1996)(FRA: SIE).
He holds a bachelors of science in mechanical engineering from the Indian Institute of Technology Bombay, and a masters of science and a doctorate in mechanical engineering from State University of New York at Stony Brook.
For his service as a member of the Board, Mr. Gopalakrishnan will receive the same compensation as other non-employee directors under the Company’s current non-employee director compensation program described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 1, 2021. During 2021, our non-employee directors will receive: (a) an annual retainer of $60,000, (b) $1,500 for each Board or committee meeting attended and (c) an annual restricted stock unit (“RSU”) with a grant-date fair market value of $150,000. Mr. Gopalakrishnan’s annual retainer and initial RSU grant will be prorated from the date he begins serving on the Board, and the prorated RSU grant is scheduled to vest May 12, 2022.
Item 8.01 Other Events.
On October 12, 2021, the Company issued a press release relating to the matters described under Item 5.02. The press release is incorporated herein by reference to Exhibit 99.1 filed herewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description of Exhibit |
99.1 |
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104 |
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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 thereunto duly authorized.
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BENCHMARK ELECTRONICS, INC. |
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Date: |
October 12, 2021 |
By: |
/s/ Stephen J. Beaver |
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Stephen J. Beaver, Esq. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
BENCHMARK ANNOUNCES APPOINTMENT OF RAMESH GOPALAKRISHNAN TO THE BOARD OF DIRECTORS AND ANNOUNCES THE RETIREMENT OF BOARD MEMBER BRUCE CARLSON
TEMPE, AZ, October 12, 2021 –Benchmark Electronics, Inc. (NYSE: BHE) today announced the appointment of Ramesh Gopalakrishnan as an independent director to the Company’s Board of Directors, effective October 11, 2021. Benchmark also announced today the retirement of Bruce Carlson, who has served as a board member since 2017, also effective October 11, 2021.
“Bruce has been a valuable member of the Board and we have appreciated his experience and insights,” said David W. Scheible, Chairman of the Board. “On behalf of the Board of Directors, I thank Bruce for his service and commitment to Benchmark and we wish him all the best in the future. We are also pleased to welcome Ramesh Gopalakrishnan to the Board of Directors. Ramesh brings strong global operational and strategy expertise to the Board, derived from executive leadership positions at several multi-national companies around the world. We look forward to benefitting from Ramesh’s deep manufacturing and technology experience as well as his diverse perspectives and thought leadership in support of furthering Benchmark’s strategic growth objectives.”
Mr. Gopalakrishnan currently serves as Chief Operating Officer (Wind) of TPI Composites, Inc. (NASDAQ: TPIC). Prior to joining TPI Composites, Inc. in 2016, Mr. Gopalakrishnan was with Senvion GmbH from 2013 to 2016, where he served as Executive Vice President Manufacturing from 2015 to 2016 and Senior Vice President Global Blades from 2013 to 2015. Mr. Gopalakrishnan also served as the Chief Operating Officer of Suzlon Energy Composites from 2011 to 2013. Prior to joining Suzlon, Mr. Gopalakrishnan held leadership roles in supply chain and strategy at Halliburton. Before his time at Halliburton, Mr. Gopalakrishnan held several leadership roles in operations, engineering, and advanced technology at General Electric and Siemens. Mr. Gopalakrishnan is a GE Certified Master Black Belt. He holds a bachelors of science in mechanical engineering from the Indian Institute of Technology Bombay, and a masters of science and a doctorate in mechanical engineering from State University of New York at Stony Brook.
About Benchmark Electronics, Inc.
Benchmark provides comprehensive solutions across the entire product life cycle by leading through its innovative technology and engineering design services, leveraging its optimized global supply chain and delivering world-class manufacturing services in the following industries: commercial aerospace, defense, advanced computing, next generation telecommunications, complex industrials, medical, and semiconductor capital equipment. Benchmark's global operations include facilities in seven countries and its common shares trade on the New York Stock Exchange under the symbol BHE.
For More Information, Please Contact:
Lisa K. Weeks, SVP, Chief Strategy Officer and Head of Investor Relations
623-300-7052 or lisa.weeks@bench.com