UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 7, 2022, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Janus International Group, Inc. (the “Company”), the Board appointed Heather Harding as a director on the Board and as a member of the Audit Committee of the Board, effective as of July 7, 2022. Ms. Harding will serve as a Class I director until the Company’s 2025 annual meeting of shareholders and until her successor is duly elected and qualified.
Ms. Harding is deemed to be independent in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange. Ms. Harding is also deemed to be an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. There are no other arrangements or understandings between Ms. Harding and any other person pursuant to which Ms. Harding was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC) between Ms. Harding and the Company.
In connection with Ms. Harding’s service as a member of the Board and the Audit Committee of the Board, she will receive substantially similar compensation paid by the Company to its non-employee directors as disclosed in the Company’s 2022 Proxy Statement, filed with the SEC on May 6, 2022. Ms. Harding will be reimbursed for reasonable out-of-pocket expenses incurred in connection with attending each Board meeting and each Audit Committee meeting in accordance with the Company’s expense reimbursement policy.
Heather Harding, age 53, previously served as Chief Financial Officer of Luxfer Holdings PLC from January 1, 2018 until March 1, 2022 and will serve as an Advisor to the CEO through December 2022. Over the past 25 years, Ms. Harding has held finance leadership roles of increasing responsibility in global industrial companies. Most recently, she served as vice president, finance, for Eaton Lighting, a business unit of Eaton Corporation. Prior to that, she was vice president, finance, for various operating units within Cooper Industries and Emerson Electric. A certified public accountant, Ms. Harding received a Bachelor of Science in accounting from Southern Illinois University at Carbondale.
| Item 7.01 | Regulation FD Disclosure. |
On July 7, 2022, the Company issued a press release announcing the appointment of Ms. Harding, a copy of which is furnished as Exhibit 99.1 hereto.
The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release, dated July 7, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 7, 2022
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Anselm Wong | |
| Name: | Anselm Wong | |
| Title: | Chief Financial Officer and Executive Vice President | |
Exhibit 99.1
Janus International Appoints Heather Harding to Board of Directors
TEMPLE, GA, July 7, 2022 – Janus International Group, Inc. (NYSE: JBI) (“Janus” or the “Company”), a leading provider of cutting-edge access control technologies and building product solutions for the self-storage and other commercial and industrial sectors, today announced the appointment of Heather Harding to its Board of Directors as a Class I Director and as a member of its Audit Committee, effective July 7, 2022.
Over the past 25 years, Harding has held finance leadership roles of increasing responsibility in global industrial companies. Harding served as Chief Financial Officer of Luxfer Holdings PLC (NYSE: LXFR) from January 2018 until March 2022. Prior to that she served as Vice President of Finance for Eaton Lighting, a business unit of Eaton Corporation, and as Vice President of Finance for various operating units within Cooper Industries and Emerson Electric. A certified public accountant, Harding received a Bachelor of Science in accounting from Southern Illinois University at Carbondale.
José E. Feliciano, Janus’s Chairman, stated, “We are pleased to welcome Heather to our already talented Board. Her deep experience in overseeing the complex financial requirements of global industrial companies will be a valuable addition to Janus. Her appointment further strengthens and diversifies our Board as we continue to grow the business and advance our goal of being the leading provider of self-storage, commercial, and industrial solutions.”
About Janus International Group
Janus International Group, Inc. (www.JanusIntl.com) is a leading global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions, including roll-up and swing doors, hallway systems, re-locatable storage units and facility and door automation technologies. The Janus team operates out of several U.S. locations and six locations internationally.
Forward Looking Statements
Certain statements in this communication may be considered “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. All statements other than statements of historical fact included in this communication are forward-looking statements, including, but not limited to statements regarding Janus’s positioning in the industry to strengthen its pipeline and deliver on its objectives, the anticipated impact of this appointment, and Janus’s belief regarding the demand outlook for Janus’s products and the strength of the industrials markets. When used in this communication, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to the management team, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of Janus’s management, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements.
In addition to factors previously disclosed in Janus’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (i) risks of the self-storage industry; (ii) the highly competitive nature of the self-storage industry and Janus’s ability to compete therein; and (iii) the risk that the demand outlook for Janus’s products may not be as strong as anticipated.
There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Janus is not under any obligation and expressly disclaims any obligation to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Janus and is not intended to form the basis of an investment decision in Janus. All subsequent written and oral forward-looking statements concerning Janus or other matters and attributable to Janus or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above and under the heading “Risk Factors” in Janus’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as updated from time to time in amendments and its subsequent filings with the SEC.
Investor Contacts, Janus
John Rohlwing
Vice President, Investor Relations & FP&A, Janus International
Rodny Nacier / Dan Scott, ICR on behalf of Janus
(770) 562-6399
Media Contacts, Janus
Bethany Morehouse
Marketing Content Manager, Janus International
770-746-9576
Jason Chudoba, ICR on behalf of Janus
Source: Janus International Group, Inc.