Eastern Co 8-K/A, filed Jul 28, 2022
Eastern Co (EML)
About this 8-K/A
Eastern Co filed this 8-K/A on July 28, 2022, reporting on events of June 13, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Securities Exchange Act of 1934
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EXPLANATORY NOTE
This Amendment No. 1 to Form 8-K (this “Amendment”) is an amendment to the Current Report on Form 8-K filed by The Eastern Company (the “Company”) on June 29, 2022 (the “Original Form 8-K”) concerning the appointment of Mr. Mark Hernandez and Mr. Michael Mardy as members of the Company’s Board of Directors (the “Board”). This Amendment is being filed in accordance with Instruction No. 2 to Item 5.02 of Form 8-K solely for the purpose of disclosing the appointments of Mr. Hernandez and Mr. Mardy to certain Committees of the Board. The complete text of Item 5.02, as amended, is set forth below. This Amendment does not amend, update or change any other disclosure contained in the Original Form 8-K
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of The Eastern Company (the “Company”) determined to increase the size of the Board from seven members to eight members on June 13, 2022, and on that date appointed Mr. Mark Hernandez and Mr. Michael Mardy (the “New Directors”) to fill an existing vacancy and the vacancy resulting from the increase in the size of the Board, effective July 25, 2022.
On July 25, 2022, the Board appointed Mr. Hernandez as a member of the Nominating and Corporate Governance Committee and Mr. Mardy as a member of the Audit Committee, effective on that date. Both Mr. Hernandez and Mr. Mardy were also appointed to the Environmental, Health, and Safety Committee, effective July 25, 2022.
The Board affirmatively determined that the New Directors have no material relationship with the Company and are independent directors as defined in the rules promulgated by The Nasdaq Stock Market LLC with respect to corporate governance matters. There are no transactions between the New Directors and the Company that would be reportable under Item 404(a) of Regulation S-K. There is also no arrangement or understanding between the New Directors and the Company pursuant to which the New Directors were selected as a director.
The New Directors will receive the standard director compensation provided by the Company to its non-employee directors as described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2022 (pro-rated to reflect the period of actual service).
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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.
| The Eastern Company |
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Date: July 28, 2022 | By: | /s/Peter O’Hara |
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| Peter O’Hara Chief Financial Officer |
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