Ipg Photonics Corp 8-K, filed Jan 7, 2021
Ipg Photonics Corp (IPGP)
8-K
2021-01-07
For: 2021-01-07
View Original
Added on
April 12, 2026
About this 8-K
Ipg Photonics Corp filed this 8-K on January 7, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- 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)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||||||||
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(508 ) 373-1100
(Registrant’s telephone number)
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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 (§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 Principal Officers; Election of Directors; Appointment of Principal Officers.
On January 7, 2021, the Board of Directors (the "Board") of IPG Photonics Corporation (the "Company") appointed Jeanmarie Desmond and Natalia Pavlova to the Board, increasing the size of the Board to ten. Ms. Desmond was also appointed to the Audit Committee. Effective upon such appointments to the Board, Mr. Igor Samartsev resigned from his position as a member of the Board. Mr. Samartsev's resignation is not due to any disagreements with the Company on any of its operations, policies or practices and he will continue to serve as the Senior Vice President, Chief Technology Officer of the Company.
Item 7.01. Regulation FD Disclosure.
On January 7, 2021, the Company issued a press release announcing the changes to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached press release included as Exhibit 99.1 to this report is deemed to be “furnished” solely pursuant to item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01. Other Events.
Certain directors and officers of the Company adopt from time to time pre-arranged trading plans (each, a “Plan”) designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding stock transactions. Under Rule 10b5-1, directors, officers and other persons who are not in possession of material non-public information may adopt a plan or contract for pre-arranged sales of Company securities under specified conditions and at specified times. Using these Plans, insiders can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess inside information.
The Plan adopted by Mr. Timothy P.V. Mammen, Chief Financial Officer and Senior Vice President of the Company, provides for the sale of up to 16,125 shares over a period ending June 2021, including shares acquired upon exercise of stock options, unless terminated sooner in certain circumstances. Shares will be sold under the Plan on the open market at prevailing market prices, subject to minimum price thresholds.
The Plan adopted by Dr. George BuAbbud, Vice President of Telecommunications Product of the Company, provides for the sale of up to 5,339 shares over a period ending June 2021, including shares acquired upon exercise of stock options, unless terminated sooner in certain circumstances. Shares will be sold under the Plan on the open market at prevailing market prices, subject to minimum price thresholds.
The foregoing Plans were adopted by the executives before the closing of the trading window under the Company's Insider Trading Policy in December 2020. The Company does not undertake to report Plans that may be adopted by any directors, officers or affiliates of the Company in the future, or to report any modification or termination of any Plan, except to the extent required by law.
Item 9.01. Exhibits
(d) Exhibits
Exhibit 99.1 relating to Item 7.01 shall be deemed to be furnished, and not filed:
| Exhibit Number | Exhibit Description | |||||||
| Exhibit 99.1 | ||||||||
| Exhibit 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
| IPG PHOTONICS CORPORATION | ||||||||||||||
| January 7, 2021 | By: | /s/ Angelo P. Lopresti | ||||||||||||
| Angelo P. Lopresti | ||||||||||||||
| Senior Vice President, General Counsel & Secretary | ||||||||||||||
Exhibit 99.1
Contact:
Nicholas Manganaro
Sharon Merrill Associates
(617) 542-5300
ipgp@investorrelations.com
IPG Photonics Further Strengthens Board with Addition of
Jeanmarie Desmond and Natalia Pavlova
OXFORD, Mass., January 7, 2021 – IPG Photonics Corporation (NASDAQ: IPGP) today announced that the Company has appointed Ms. Jeanmarie Desmond and Ms. Natalia Pavlova to its board of directors, effective January 7, 2021. Mr. Igor Samartsev, the Company’s chief technology officer, is stepping down from his board seat.
“We are delighted to welcome Jeanmarie and Natalia to IPG’s board of directors,” said Dr. Valentin Gapontsev, the chair and chief executive officer of IPG Photonics. “Jeanmarie’s broad financial expertise and experience in a large innovation-driven company will be invaluable to our efforts to capitalize on growth opportunities across our vertical and geographic markets. Natalia strengthens the connection between the Company’s founding members and our board, further aligning the board with the interests of all IPG stockholders. On behalf of the board and the entire company, I also would like to thank Igor for his 14 years of service as a director. We look forward to his continued contributions to IPG Photonics as our chief technology officer.”
Ms. Desmond is the former chief financial officer of DuPont. She was previously co-controller and head of finance for DowDuPont’s Specialty Products Division, overseeing the division’s strategic planning, portfolio integration, and financial reporting. Prior to the merger of Dow and DuPont, Ms. Desmond served as vice president and controller of DuPont. During her more than 25 years with DuPont, she was responsible for a number of key strategic areas including finance leadership and operations, financial planning and analysis, tax, internal audit, accounting controls, risk management, mergers and acquisitions, and investor relations. Ms. Desmond will also become a member of the Audit Committee of the IPG Board.
Ms. Pavlova is the spouse of Mr. Samartsev and the former daughter-in-law of Dr. Gapontsev. In addition to her extensive knowledge of the Company’s history and corporate culture, Ms.
Pavlova is a significant shareholder, with a demonstrated commitment to the Company’s long-term success.
About IPG Photonics Corporation
IPG Photonics Corporation is the leader in high-power fiber lasers and amplifiers used primarily in materials processing and other diverse applications. The company’s mission is to make its fiber laser technology the tool of choice in mass production. IPG accomplishes this mission by delivering superior performance, reliability and usability at a lower total cost of ownership compared with other types of lasers and non-laser tools, allowing end users to increase productivity and decrease costs. A member of the S&P 500® Index, IPG is headquartered in Oxford, Massachusetts and has more than 25 facilities worldwide. For more information, visit www.ipgphotonics.com.