DMC Global Inc 8-K, filed Apr 30, 2025
DMC Global Inc. (BOOM)
8-K
2025-04-30
For: 2025-04-25
View Original
Added on
April 10, 2026
About this 8-K
DMC Global Inc filed this 8-K on April 30, 2025, reporting on events of April 25, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
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): April 25, 2025
(Exact Name of Registrant as Specified in its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 April 25, 2025, Simon M. Bates informed DMC Global Inc. (“DMC”) of his decision to resign from the Board of Directors of DMC (the “Board”) effective April 30, 2025 and not to stand for re-election at the 2025 Annual Meeting of Stockholders, which is scheduled to be held on May 14, 2025 (the “Annual Meeting”). Mr. Bates resigned from his position in connection with his acceptance of a position at a company that directly competes with one of DMC’s businesses. Mr. Bates’s resignation was not due to any disagreement with DMC on any matter relating to DMC’s operations, policies or practices.
Effective as of April 30, 2025: (i) the size of the Board was reduced from six directors to five directors; and (ii) the Board reconstituted the standing committees of the Board as follows:
Audit Committee
Ruth I. Dreessen (Chair)
Clifton Peter Rose
Ouma Sananikone
Compensation Committee
Michael A. Kelly (Chair)
Clifton Peter Rose
Ruth I. Dreessen
Corporate Governance and Nominating Committee
Ouma Sananikone (Chair)
Clifton Peter Rose
Ruth I. Dreessen
Michael A. Kelly
Risk Committee
Clifton Peter Rose (Chair)
Michael A. Kelly
James O’Leary
The Board has nominated director Clifton Peter Rose as a substitute nominee for election as a director at the Annual Meeting in place of Mr. Bates. Mr. Rose has served as a director of the Board since 2016. In light of Mr. Bates’s resignation, Mr. Rose has agreed to continue serving as a director for another year, if elected, thus providing valuable continuity and preserving his institutional knowledge as DMC conducts a search for new directors. Additional information relating to Mr. Rose and his proposed election as a director at the Annual Meeting will be provided in a supplement to DMC’s Proxy Statement that will be filed with the Securities and Exchange Commission.
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.
DMC GLOBAL INC. | ||||||||||||||||||||||||||
| Dated: | April 30, 2025 | By: | /s/ Eric V. Walter | |||||||||||||||||||||||
| Name: Eric V. Walter | ||||||||||||||||||||||||||
| Title: Chief Financial Officer | ||||||||||||||||||||||||||