8-K
false000102479500010247952025-06-112025-06-11

 

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): June 11, 2025

 

 

HELIOS TECHNOLOGIES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Florida

001-40935

59-2754337

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

7456 16th St E

 

Sarasota, Florida

 

34243

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 941 362-1200

 

 

(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

Common Stock $.001 Par Value

 

HLIO

 

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 June 11, 2025, Helios Technologies, Inc. (the “Company”) announced publicly that its Board of Directors (the “Board”) appointed Ian Walsh to serve as a member of the Board, effective June 5, 2025 (the “Effective Date”). Mr. Walsh will serve as a member of the class of directors whose term will expire at the 2026 Annual Meeting of Shareholders. The Board also appointed Mr. Walsh to serve on the Board’s Audit Committee and Governance (formerly ESG) Committee.

There are no arrangements or understandings between Mr. Walsh and any other persons pursuant to which Mr. Walsh was appointed as a director, and Mr. Walsh is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933. Mr. Walsh’s compensation will be consistent with other non-employee members of the Board, on a prorated basis, which is described in the Company’s Proxy Statement on Schedule 14A filed with the SEC on April 23, 2025, and as may be amended from time to time by the Board.

Item 7.01 Regulation FD.

On June 11, 2025, the Company issued a press release announcing the appointment of Mr. Walsh to the Board, as described under Item 5.02, above. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information included in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1 Press release dated June 11, 2025

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


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.

 

 

 

HELIOS TECHNOLOGIES, INC.

 

 

 

 

Date:

June 11, 2025

By:

/s/ Sean Bagan

 

 

 

Sean Bagan
President, Chief Executive Officer, and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

 


SARASOTA, FL, June 11, 2025 — Helios Technologies, Inc. (NYSE: HLIO) (“Helios” or the “Company”), a global leader in highly engineered motion control and electronic control technologies, today announced that its Board of Directors (the “Board”) has appointed Ian Walsh to serve as director, effective June 5, 2025. He will serve as a member of the class of directors whose term will expire at the 2026 Annual Meeting of Shareholders. The Board also appointed Mr. Walsh to serve on the Board’s Audit Committee and Governance Committee.

“We are pleased to welcome Ian Walsh to our Board. Ian’s current role as Chief Executive Officer of FDH Aero and track record of strong leadership experience across both private and public enterprises illustrate the highly relevant operational and strategic expertise he brings. His addition further strengthens and enhances the Board, and we expect he will be a strong contributor as we advance our strategy to return to growth, deliver improved profitability, and strengthen return on invested capital,” commented Laura Dempsey Brown, Chair of the Board.

Mr. Walsh brings 35 years of extensive leadership experience in the commercial aerospace and defense industry. Prior to his role at FDH Aero, he served as President, CEO, and Chairman of the Board at Kaman Aerospace Corporation (formerly NYSE: KAMN), a global manufacturer of highly engineered subassemblies, components and parts. Before Kaman, he was the Chief Operating Officer for the REV Group (NYSE: REVG), a leading manufacturer of specialty vehicles, overseeing 30+ brands and 22 manufacturing facilities producing fire engines, ambulances, recreational vehicles, and commercial buses.

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Mr. Walsh spent 20 years at Textron Inc. (NYSE: TXT) where he led TRU Simulation + Training as the President and Chief Executive Officer, providing flight simulation and aircraft training products to the global commercial, civil and military aviation training markets. He also served on Textron’s Executive Leadership Team. Earlier roles at Textron included senior vice president and general manager of Textron Systems’ Weapon & Sensor Systems and several leadership roles at Textron Systems including senior vice president of operations, and senior vice president and general manager of Lycoming Engines. He began his Textron career in marketing at Bell Helicopter. Prior to joining Textron, Mr. Walsh served as an officer and naval aviator in the U.S. Marine Corps from 1989 to 1996, piloting Cobra attack helicopters with combat tours in Somalia, Haiti and Bosnia. He is an active pilot with more than 2,000 hours of flight time and is commercially rated in helicopters and fixed-wing aircraft. Walsh earned a bachelor’s degree from Hamilton College, a Master of Public Administration from Harvard University’s John F. Kennedy School of Government and a Master of Business Administration from the Harvard Business School. He completed Textron’s Global Leadership Program at the University of Pennsylvania’s Wharton School and the Senior Executive Leadership Training at Duke’s Fuqua School of Business. Mr. Walsh is a life member on the Council of Foreign Relations and is a certified Six Sigma Black Belt in operations.

 

 

Exhibit 99.1

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NEWS

RELEASE

 

FOR IMMEDIATE RELEASE

 

Helios Technologies Appoints Ian Walsh to Board of Directors

Expands Board back to seven members

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Helios Technologies | 7456 16th St East | Sarasota, FL 34243 | 941-362-1200


Helios Technologies Appoints Ian Walsh to Board of Directors

 June 11, 2025

 

Page 2 of 2

 

About Helios Technologies

Helios Technologies is a global leader in highly engineered motion control and electronic controls technology for diverse end markets, including construction, material handling, agriculture, energy, recreational vehicles, marine and health and wellness. Helios sells its products to customers in over 90 countries around the world. Its strategy for growth is to be the leading provider in niche markets, with premier products and solutions through innovative product development and acquisitions. The Company has paid a cash dividend to its shareholders every quarter since becoming a public company in 1997. For more information please visit: www.heliostechnologies.com and follow us on LinkedIn.

FORWARD-LOOKING INFORMATION

Certain statements and information in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things, regarding changes to the Board of Directors, succession, governance and other statements that are not historical in nature. Any information that is not historical in nature included in this release is subject to change. These statements are made on the basis of views and assumptions regarding future events as of the time the statements are made. The Company does not undertake any obligation to update these statements. Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including changes to the Board of Directors and business or governance decisions, as well as from developments beyond the Company’s control, including the factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 and subsequent filings with the Securities and Exchange Commission.

Investor and Media contacts:

Tania Almond
Vice President, Investor Relations and Corporate Communication
(941) 362-1333
[email protected]

Deborah Pawlowski
Alliance Advisors LLC
(716) 843-3908
[email protected] 

 

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Helios Technologies | 7456 16th St East | Sarasota, FL 34243 | 941-362-1200