iiin20241205_8k.htm
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0000764401
0000764401
2024-12-06
2024-12-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 6, 2024
Insteel Industries Inc.
(Exact Name of Registrant as Specified in Charter)
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North Carolina
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1-9929
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56-0674867
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1373 Boggs Drive
Mount Airy, North Carolina 27030
(Address of Principal Executive Offices, and Zip Code)
(336) 786-2141
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. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock (No Par Value)
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IIIN
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The New York Stock Exchange
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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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 December 6, 2024, the Board of Directors (the “Board”) of Insteel Industries Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, increased the size of the Board to eight members and appointed Blake K. Doyle to serve as an independent director of the Company, effective immediately. Pursuant to North Carolina law, Ms. Doyle will stand for shareholder election to the Board at the Company’s 2025 Annual Meeting of Shareholders.
Since 2016, Ms. Doyle has served as Head of Institutional Sales, Head of Product Development and a Managing Director at Chevy Chase Trust Company, a Maryland-based investment firm, where she is responsible for institutional client sales and firm-wide product development. From 2009 to 2016 she served as Head of Institutional Sales and Capital Markets and a Managing Director at Height Securities, where she also served on the Executive Committee. Earlier in her career, she worked in institutional equity sales and research at FBR Capital Markets and at the Audax Group.
Ms. Doyle will serve as a member of the Audit Committee of the Board. She will participate in the Company’s non-employee director compensation program whereby non-employee directors currently receive an annual cash retainer equal to $60,000 and an annual grant of restricted stock units (“RSUs”) valued at $85,000. Ms. Doyle will be paid a pro rata portion of the annual cash retainer based on her date of appointment. The RSUs are typically granted on the date of the Company’s annual meeting of shareholders and have a one-year vesting period.
There are no related party transactions between Ms. Doyle and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Doyle and any other persons pursuant to which she was appointed to the Board. The Board has determined that Ms. Doyle is independent in accordance with applicable rules of The New York Stock Exchange. There are no family relationships between Ms. Doyle and the Company’s executive officers and other directors.
Item 7.01 Regulation FD Disclosure.
On December 6, 2024, the Company issued a press release announcing the appointment of Ms. Doyle as a director. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information provided in Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
INSTEEL INDUSTRIES INC.
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By:
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/s/ Elizabeth C. Southern
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Name:
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Elizabeth C. Southern
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Title:
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Vice President Administration, Secretary and Chief Legal Officer
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Date:
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December 6, 2024
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