8-K/A
ESAB Corp (ESAB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2022
ESAB Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-41297 | 87-0923837 |
|---|---|---|
| (State or other jurisdiction<br>or incorporations) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification Number) |
909 Rose Avenue, 8th Floor
North Bethesda, MD 20852
(Address of Principal Executive Offices) (Zip Code)
(301) 323-9099
(Registrant’s telephone number, including area code)
Not applicable
(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:
| ☐ | 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:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | ESAB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ☐
EXPLANATORY NOTE
ESAB Corporation (the “Company”) is filing this Amendment No. 1 to amend the Company’s Current Report on Form 8-K filed on March 28, 2022 (the “
Original 8-K
”) to update certain disclosures therein under Item 5.02. This Amendment No. 1 does not otherwise amend, update or change any other disclosure contained in the Original 8-K.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
As previously reported in the Original 8-K, on March 23, 2022, the Company’s Board of Directors appointed Melissa Cummings to serve as a director of the Company, effective upon the consummation of the Company’s separation from Enovis Corporation (formerly Colfax Corporation) on April 4, 2022. Ms. Cummings’s committee assignments had not been determined at that time.
On July 21, 2022, Ms. Cummings was appointed to the Audit Committee of the Company’s Board of Directors, effective immediately.
2
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.
Date: July 21, 2022
| ESAB CORPORATION | |
|---|---|
| By: | /s/ Kevin Johnson |
| Name: Kevin Johnson | |
| Title: Chief Financial Officer |