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: June 13, 2022

(Date of earliest event reported)

(203) 729-2255

(Registrant’s telephone number, including area code)

________________________________________________

(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 (see General Instruction A.2)

☐  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))

Securities registered pursuant to Section 12(b) of the Act:

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.

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.  These appointments will be effective on July 25, 2022.

At the time of this filing, neither of the New Directors has been appointed to serve on a Board committee.

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. As of the date hereof, 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).

Item 7.01. Regulation FD Disclosure.

On June 29,  2022, the Company issued a press release announcing the appointment of Mr. Hernandez and Mr. Mardy as directors. A copy of the press release is furnished herewith and Exhibit 99.1.

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.

eml_ex991.htm EXHIBIT 99.1

FOR IMMEDIATE RELEASE

June 29, 2022

THE EASTERN COMPANY APPOINTS MARK HERNANDEZ AND MICHAEL MARDY

TO ITS BOARD OF DIRECTORS

NAUGATUCK, CT – June 29, 2022 - The Eastern Company (“Eastern”, or the “Company”) (NASDAQ:EML), an industrial manufacturer of unique engineered solutions serving commercial transportation, logistics, and other industrial markets, today announced that its Board of Directors (the “Board”) has appointed Mr. Mark Hernandez and Mr. Michael Mardy to the Board.

Mr. Hernandez serves as Executive Vice President at Navistar Inc, where he is responsible for global manufacturing, supply chain, and logistics.  Prior to Navistar, Mr. Hernandez was an Experienced Practice Expert (Manufacturing and Commercial Vehicles) at McKinsey & Company, focusing on business transformation.  From 1994 to 2016, Mr. Hernandez held several roles at Daimler AG and Daimler Trucks North America, where he was a member of Leadership 2020 G16, reporting to the Daimler Board of Management.

Mr. Mardy is currently a member of the board of Vince Holdings (NYSE: VNCE), LuLu’s Fashion Lounge (NASDAQ: LVLU), Newman’s Own, Inc., and Penn Medicine Princeton Health. He was previously a member of the board of directors of ModusLink Global Solutions, Keurig Green Mountain, DAVIDs TEA, and True Leaf Brands. From 2003 to 2018, Mr. Mardy served as Executive Vice President, Chief Financial Officer and Director of Tumi Holdings, an international manufacturer and marketer of travel goods and accessories based in South Plainfield, New Jersey. In addition to serving as an advisor to small growth companies, he has held several positions in finance working for Nabisco Brands and Keystone Foods and started his career at Coopers and Lybrand (now PricewaterhouseCoopers) as an audit supervisor.

The Company’s Chairman, James Mitarotonda commented, “We are delighted to add two highly capable directors to our board. They bring deep insight and experience within our industry, including manufacturing operations, and we expect they will each make an excellent contribution given their experience and proven leadership skills.”

About The Eastern Company

The Eastern Company manages industrial businesses that design, manufacture and sell unique engineered solutions to markets.  Eastern’s businesses operate in industries that offer long-term macroeconomic growth opportunities.  The Company operates from locations in the U.S., Canada, Mexico, U.K., Taiwan, and China.  More information on the Company can be found at www.easterncompany.com.

Investor Relations Contacts

The Eastern Company

Peter O’Hara or August Vlak

203-729-2255

112 BRIDGE STREET,  P.O. BOX 460,  NAUGATUCK,  CONNECTICUT  06770-0460

PHONE (203) 729 - 2255  *  FAX (203) 723 - 8653  *  WWW.EASTERNCOMPANY.COM