8-K

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 28, 2020 (July 24, 2020)

DMC Global Inc.

(Exact Name of Registrant as Specified in its Charter)

11800 Ridge Parkway, Suite 300, Broomfield, Colorado  80021

(Address of Principal Executive Offices, Including Zip Code)

(303) 665-5700

(Registrant’s Telephone Number, Including Area Code)

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. o

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

On July 24, 2020, Michael A. Kelly was appointed to serve on the Board of Directors (the “Board”) of DMC Global Inc. (the “Company”).

Mr. Kelly has more than two decades of executive experience in senior leadership roles in the life sciences industry. He founded and has served as President of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business, since January 2018. Mr. Kelly worked in various capacities at Amgen, Inc. from 2003 to 2017, most recently as Senior Vice President, Global Business Services from July 2014 to July 2017, and as acting Chief Financial Officer from January to July 2014. Prior to his service at Amgen, he served as Chief Financial Officer of Tanox, Inc. (2000 to 2003), Vice President, Finance and Corporate Controller of Biogen, Inc. (1998 to 2000) and Vice President, Finance and Chief Financial Officer of Nutrasweet Kelco Company (1996 to 1998). He currently serves on the board of directors of HOOKIPA Pharma, Inc., a public biopharmaceutical company, where he serves as an independent director and audit committee chair. Mr. Kelly holds a bachelor’s degree in Business Administration from Florida A&M University.

The Board did not appoint Mr. Kelly to serve on any committees at this time.

There are no family relationships between Mr. Kelly and any officer or other director of the Company or any related party transactions involving Mr. Kelly and the Company. There is no arrangement or understanding between Mr. Kelly and any other person pursuant to which he was selected as a director.

On July 24, 2020, Mr. Kelly received a grant of restricted stock awards with an aggregate grant date fair value of $60,000, computed in accordance with FASB ASC Topic 718. Mr. Kelly will be compensated for his service as a director in accordance with the Company’s standard director compensation program.

A copy of the press release announcing Mr. Kelly’s appointment is included as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d)                                 Exhibits.

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.

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE:  CONTACT:

Geoff High

Vice President of Investor Relations

303-604-3924

MICHAEL A. KELLY APPOINTED TO DMC GLOBAL’S BOARD OF DIRECTORS

BROOMFIELD, Colo. – JULY 27, 2020 – DMC Global Inc. (Nasdaq: BOOM) today announced its board of directors has elected Michael A. Kelly as an independent director.

Mr. Kelly joins the DMC board with an extensive background in finance, operations and information systems management. He is president of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business founded by Mr. Kelly in 2018.

He previously spent 14 years in senior and executive leadership positions with Amgen Inc., one of the world’s largest independent biotechnology companies. From 2014 to 2017, he was senior vice president of Amgen’s Global Business Services division, where he led more than 1,000 employees and oversaw a successful transformation and expansion of the organization’s business model.

Mr. Kelly twice served as Amgen’s acting CFO. He also was vice president of multiple domestic and international business units. As vice president of commercial operations, he led the transition team following Amgen’s $9.7 billion acquisition of Onyx Pharmaceuticals in 2013. He also led the creation and integration of a $1.4 billion joint venture between Amgen and Tokyo-based Astellas Pharma. As vice president and CFO of Amgen’s international commercial operations, Mr. Kelly developed and executed a strategy to expand the company’s emerging markets footprint. His efforts included acquisitions in Turkey and Brazil that collectively added more than $400 million in sales and nearly 2,000 employees.

From 2000 to 2003, Mr. Kelly was CFO of publicly traded TANOX, Inc. He also held financial leadership positions with BIOGEN, Inc., and NutraSweet Kelco Company, a subsidiary of Monsanto Life Sciences.

Kevin Longe, president, CEO and director of DMC, said, “Michael is widely regarded as a talented and innovative executive, and we are honored he has joined the DMC board. His extensive experience managing and growing domestic and international organizations, as well as his track record in finance, operations and building differentiated product companies, aligns well with DMC’s business model, and will be highly valuable as we continue the pursuit of our long-term growth strategy. We look forward to his insight and contributions.”

Mr. Kelly said, “DMC has achieved an impressive record of innovation and growth, and also has established a compelling long-term strategy for increasing stakeholder value. I look forward to working with the board to support DMC’s leadership team as it pursues its growth and sustainability objectives.”

Mr. Kelly received a Bachelor of Science degree in business administration from Florida A&M University. He is an independent member of the board of directors for publicly traded Hookipa Pharma, Inc., where he also is the audit committee chairman. Mr. Kelly serves on the Council of Advisors and was the former audit committee chairman for Direct Relief, a humanitarian aid organization active in all 50 U.S. states, and more than 80 countries. The charity seeks to improve the health and lives of people affected by poverty or emergencies.

About DMC Global

DMC Global is a diversified holding company. Our innovative businesses provide differentiated products and services to niche industrial and commercial markets around the world. DMC’s objective is to identify well-run businesses and strong management teams and support them with long-term capital and strategic, legal, technology and operating resources. Our approach helps our portfolio companies grow core businesses, launch new initiatives, upgrade technologies and systems to support their long-term strategy, and make acquisitions that improve their competitive positions and expand their markets. DMC’s culture is to foster local innovation versus centralized control, and stand behind our businesses in ways that truly add value. Today, DMC’s portfolio consists of DynaEnergetics and NobelClad, which collectively address the energy, industrial processing and transportation markets. Based in Broomfield, Colorado, DMC trades on Nasdaq under the symbol “BOOM.” For more information, visit the Company’s website at: http://www.dmcglobal.com