Gates Industrial Corp Ltd 8-K, filed Feb 4, 2020
Gates Industrial Corp Ltd. (GTES)
8-K
2020-02-04
For: 2020-02-04
View Original
Added on
April 04, 2026
About this 8-K
Gates Industrial Corp Ltd filed this 8-K on February 4, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): February 4, 2020
Gates Industrial Corporation plc
(Exact Name of Registrant as Specified in its Charter)
England and Wales | 001-38366 | 98-1395184 | ||
(State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
Incorporation) | Identification No.) | |||
1144 Fifteenth Street, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
(303) 744-1911
(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 Symbol(s) | Name of each exchange on which registered |
Ordinary Shares, $0.01 par value per share | GTES | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
On February 4, 2020, Gates Industrial Corporation plc (the “Company”) announced the appointment of Mr. L. Brooks Mallard as Executive Vice President and Chief Financial Officer, effective February 24, 2020. Upon Mr. Mallard’s appointment, Mr. David M. Wisniewski will cease to be the Company’s interim Chief Financial Officer and will continue in his role as the Company’s Chief Accounting Officer.
Mr. Mallard, 53, joins the Company with broad experience in corporate and operational finance. Previously, Mr. Mallard served as the Chief Financial Officer of Henniges Automotive, a global supplier of highly engineered sealing and anti-vibration systems for the automotive market, beginning June 2019. Prior to Henniges Automotive, he served as the Executive Vice President and Chief Financial Officer of Jeld-Wen since November 2014, where he helped take the company from being private equity held, through an initial public offering on the New York Stock Exchange. He also has held senior financial leadership roles with TRW, Cooper Industries, Thomas & Betts, and Briggs & Stratton during his 25-year career. Mr. Mallard earned a Bachelor of Business Administration in Accounting and Master of Business Administration from Georgia Southern University.
Pursuant to the terms of the offer letter between the Company and Mr. Mallard, Mr. Mallard’s annual base salary will be $550,000 and he will receive a signing bonus of $100,000 upon his start, repayable should he voluntarily leave the Company within one year of his start date. Mr. Mallard will be eligible to participate in the Company’s annual incentive plan with a target bonus of 100% of his base salary. Additionally, Mr. Mallard will be eligible to participate in the Company’s long-term equity incentive plan and will receive a grant on his start date valued at 190% of his base salary, comprised of 33% time-based restricted stock units, 33% non-qualified stock options and 34% performance-based stock units, pursuant to the terms of the applicable award agreements. The time-based restricted stock units and non-qualified stock options will vest in three substantially equal installments on the first, second and third anniversary of the grant date and the performance based restricted stock units will be subject to three year cliff vesting upon performance attainment. In addition, Mr. Mallard will be eligible to participate in other benefits similar to those available to other Company executives.
Item 7.01 Regulation FD Disclosure.
On February 4, 2020, the Company issued a press release announcing the appointment of Mr. Mallard as the Company’s Chief Financial Officer. A copy of this press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit No. | Description | |
99.1 | ||
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.
GATES INDUSTRIAL CORPORATION PLC (Registrant) | ||||
By: | /s/ Jamey S. Seely | |||
Name: | Jamey S. Seely | |||
Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
Date: February 4, 2020
Gates Industrial Announces Appointment of L. Brooks Mallard as Executive Vice President and Chief Financial Officer
Denver, February 4, 2020 – Gates Industrial Corporation plc (NYSE:GTES), a global manufacturer of innovative, highly engineered power transmission and fluid power solutions, today announced that L. Brooks Mallard has been appointed as executive vice president and chief financial officer, and will join Gates effective February 24, 2020. He will be based out of Gates headquarters in Denver.
“Brooks has an impressive career and a track record of building and leading the finance function in both private and public companies,” said Ivo Jurek, chief executive officer of Gates. “We are excited to have him join our team and look forward to working with him as we continue to drive Gates forward,” he added.
Mr. Mallard joins Gates with broad experience in corporate and operational finance. Prior to Gates, Mallard was chief financial officer of Henniges, a global supplier of highly engineered sealing and anti-vibration systems for the automotive market. Prior to Henniges he was the executive vice president and chief financial officer of Jeld-Wen where he helped take the company from being private equity held through an initial public offering on the New York Stock Exchange. He also has held senior financial leadership roles with TRW, Cooper Industries, Thomas & Betts and Briggs & Stratton during his 25-year career. Mallard earned a Bachelor of Business Administration in Accounting and Master of Business Administration from Georgia Southern University.
About Gates
Gates is a global manufacturer of innovative, highly engineered power transmission and fluid power solutions. Gates offers a broad portfolio of products to diverse replacement channel customers and to original equipment ("first-fit") manufacturers as specified components. Gates participates in many sectors of the industrial and consumer markets. Gates products play essential roles in a diverse range of applications across a wide variety of end markets ranging from harsh and hazardous industries such as agriculture, construction, manufacturing and energy, to everyday consumer applications such as printers, power washers, automatic doors and vacuum cleaners, and virtually every form of transportation. Gates products are sold in 128 countries across four commercial regions: the Americas; Europe, Middle East and Africa; Greater China; and East Asia and India. More about Gates can be found at www.gates.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including, among others, the ability of Gates Industrial Corporation plc (the “Company”) to successfully execute a smooth transition of chief financial officer functions and to retain and recruit qualified executives, as well as risks inherent to the manufacturing industry, macroeconomic factors beyond the Company’s control and the significant influence of the Company’s majority shareholders, investment funds affiliated with The Blackstone Group Inc. Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements can be found under the section entitled "Risk Factors" of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, filed with the Securities and Exchange Commission ("SEC"), as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Source: Gates Industrial Corporation plc
Contact
Bill Waelke
(303) 744-4887
investorrelations@gates.com