8-K
Hamilton Beach Brands Holding Co (HBB)
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): | January 25, 2023 | |||
| --- | --- | --- | --- | ||
| HAMILTON BEACH BRANDS HOLDING COMPANY | |||||
| (Exact name of registrant as specified in its charter) | |||||
| Delaware | 001-38214 | 31-1236686 | |||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||
| 4421 WATERFRONT DR | GLEN ALLEN | VA | 23060 | ||
| (Address of principal executive offices) | (Zip code) | ||||
| (804) | 273-9777 | ||||
| (Registrant's telephone number, including area code) | |||||
| N/A | |||||
| (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. below):
| ☐ | 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 |
|---|---|---|
| Class A Common Stock, Par Value $0.01 Per Share | HBB | 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 (§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 January 25, 2023, the Board of Directors of Hamilton Beach Brands Holding Company (the “Company”) and the Board of Directors Hamilton Beach Brands, Inc. (“HBB”) appointed Sally Cunningham as Senior Vice President, Chief Financial Officer of the Company and HBB, effective March 17, 2023 (the “Effective Date”). Ms. Cunningham will join the Company as Senior Financial Advisor on February 13, 2023, and will serve in that role until her appointment as Senior Vice President, Chief Financial Officer becomes effective on the Effective Date. Ms. Cunningham will succeed Linda Woermer as principal financial officer and principal accounting officer of the Company as of the Effective Date.
Ms. Cunningham, age 48, previously served as a Finance Operating Partner with One Rock Capital Partners (a private equity firm) from November 2021 to the present, in which capacity she provided consulting services to portfolio companies Flexsys Holdings Inc. and Prefere Resin Holdings GmbH. From June 2020 to August 2021, she served as Senior Vice President and Chief Financial Officer of Synalloy Corporation (an industrial manufacturing company), which is now known as Ascent Industries Co. From October 2015 to June 2020, she served as Vice President, Corporate Administration of Synalloy Corporation.
Ms. Cunningham will receive an annual base salary of $360,000, a one-time cash signing bonus of $50,000 and cash in lieu of perquisites in the annual amount of $15,966. Ms. Cunningham’s target incentive compensation for 2023 under the Company’s annual incentive compensation plan will be $167,895, and her target incentive compensation for 2023 under the Company’s long-term incentive compensation plan will be $186,550. Target incentive amounts may be earned from 0% to 150% based on actual performance, as assessed and determined by the Compensation and Human Capital Committee of the Company's Board of Directors. These incentive amounts will be prorated for any partial year of her employment. Awards to Ms. Cunningham under the Company’s long-term incentive compensation plan will be paid in a combination of cash and restricted stock of the Company that is fully vested but subject generally to a ten-year restriction on transfer. Ms. Cunningham will also participate in certain standard employee health, welfare and retirement benefits, as well as in the standard severance and change in control benefits available to similarly situated executive officers.
There are no arrangements or understandings between Ms. Cunningham and any other persons pursuant to which she was appointed Senior Vice President, Chief Financial Officer. There are no family relationships between Ms. Cunningham and any director or executive officer of the Company, and there are no related party transactions between the Company and Ms. Cunningham that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibit | |
|---|---|
| 99 | Hamilton Beach Brands Holding Company News Release, dated January 26, 2023 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| Date: | January 26, 2023 | HAMILTON BEACH BRANDS HOLDING COMPANY | |
|---|---|---|---|
| By: | /s/ Lawrence K. Workman, Jr. | ||
| Name: | Lawrence K. Workman, Jr. | ||
| Title: | Senior Vice President, General Counsel and Secretary |
Document
CONTACT:
Lou Anne J. Nabhan
Louanne.nabhan@hamiltonbeach.com
(804) 418-7745
For Immediate Release
January 26, 2023
HAMILTON BEACH BRANDS HOLDING COMPANY
NAMES NEW CHIEF FINANCIAL OFFICER
Glen Allen, Virginia - Hamilton Beach Brands Holding Company (NYSE: HBB) today announced that Sally M. Cunningham has been appointed Senior Vice President, Chief Financial Officer, effective March 17, 2023. Ms. Cunningham will be a member of the Company’s Executive Committee and report to Gregory H. Trepp, President and Chief Executive Officer. She will join the Company on February 13, 2023, initially as Senior Financial Advisor.
As previously announced, effective January 13, 2023, the Board of Directors appointed Linda J. Woermer, Senior Director, Corporate Controller of Hamilton Beach Brands, Inc., as principal financial officer and principal accounting officer of the Company, on an interim basis, in conjunction with the resignation of CFO Michelle O. Mosier. Ms. Woermer’s appointment will remain in effect through the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, with Ms. Cunningham assuming those roles effective March 17, 2023.
Ms. Cunningham most recently served as a Finance Operating Partner with the private equity firm One Rock Capital Partners. Prior to that, she served as Senior Vice President and Chief Financial Officer at Synalloy Corporation, which is now known as Ascent Industries Co. Before that, she served as Vice President of Finance at ICF International, a technology services provider, and held various finance roles at Genworth and Cadmus Communications.
Mr. Trepp said, “We are delighted to welcome Sally to our leadership team and strong finance organization. Sally is an accomplished senior finance leader who also brings a strong track record in value creation, digital transformation, and M&A integration. We expect to benefit significantly from Sally’s breadth and depth of experience as we continue to invest in our long-term growth strategy and create value for all of our stakeholders.”
Ms. Cunningham said, “I am excited to join the Hamilton Beach Brands team at a time of great opportunity for the Company and the small kitchen appliances industry. I believe the Company is very well positioned to continue expanding its brands and product offerings as it continues to make progress with its strategic initiatives to increase revenue, drive margin expansion and generate strong cash flow over time.”
Ms. Cunningham began her career in auditing with Arthur Andersen LLC. She is a Certified Public Accountant and holds a B.B.A. in accounting from the College of William & Mary and a M.B.A. from the University of Richmond.
As CFO, Ms. Cunningham will lead all of the Company’s financial functions, including Accounting, Financial Planning and Analysis, Financial Reporting, Treasury, Tax, and Investor Relations.
About Hamilton Beach Brands Holding Company
Hamilton Beach Brands Holding Company operates through its wholly owned subsidiary Hamilton Beach Brands, Inc., a leading designer, marketer, and distributor of a wide range of branded small electric household and specialty housewares appliances, as well as commercial products for restaurants, fast food chains, bars, and hotels. The Company’s owned consumer brands include Hamilton Beach®, Proctor Silex®, Hamilton Beach Professional®, Weston®, TrueAir®, Brightline® and Hamilton Beach Health®. The Company’s owned commercial brands include Hamilton Beach Commercial® and Proctor Silex Commercial®. Hamilton Beach Brands licenses the brands for Wolf Gourmet® countertop appliances, CHI® premium garment care products, Clorox® air purifiers, and Brita® countertop water appliances. Hamilton Beach Brands markets and distributes the Bartesian® premium cocktail delivery system through an exclusive multiyear agreement. Hamilton Beach Brands has entered the home medical market through a multiyear agreement with HealthBeacon plc and is the exclusive marketer and distributor of a smart Injection Care Management System in the U.S. and Canada under the new owned brand name Hamilton Beach Health®. For more information about Hamilton Beach Brands Holding Company, visit hamiltonbeachbrands.com.