8-K

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): July 11, 2023

METHODE ELECTRONICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-33731	36-2090085
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8750 West Bryn Mawr Avenue
Chicago, Illinois		60631-3518
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (708) 867-6777

(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, $0.50 Par Value	MEI	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 2.05. Costs Associated with Exit or Disposal Activities.

On July 5, 2023, Methode Electronics, Inc. (the “Company”) made the decision to initiate the discontinuation of its Dabir Surfaces, Inc. (“Dabir”) business. The Company is executing a wind down process of the Dabir business which is expected to be completed by approximately the end of fiscal 2024 in accordance with contractual and regulatory commitments. The Company communicated this decision to affected employees on July 11, 2023.

The Company currently expects to incur pre-tax cash charges of $0.5 million related to severance costs and non-cash charges of approximately $1.0 million to $3.0 million related to asset impairments, with most of these costs expected to be recognized by the end of its second quarter of fiscal 2024. The estimates of the charges and expenditures that the Company expects to incur, and the timing thereof, are subject to a number of assumptions, and actual amounts may differ materially from estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of the wind down of Dabir.

Certain matters discussed in this Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, our current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to our operations and business environment, which may cause our actual results to be materially different from any future results, expressed or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or our strategies or expectations, including the net impact of the discontinuation of our Dabir business, are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology.

These forward-looking statements represent the Company’s judgment as of the date of this Form 8-K. For additional information on these and other factors that could cause the Company’s actual results to materially differ from those set forth herein, please see the Company’s filings with the SEC, including its most recent annual report on Form 10-K.

Item 8.01. Other Events.

On July 13, 2023, the Company issued a press release announcing the discontinuation of Dabir. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits:


Exhibit Number		Description
99.1		Press Release dated July 13, 2023
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.


			Methode Electronics, Inc.

Date:	July 13, 2023	By:	/s/ Ronald L.G. Tsoumas
			Ronald L.G. Tsoumas Chief Financial Officer

Exhibit 99.1

Methode Electronics Initiates Discontinuation of Dabir Surfaces, Inc.

Chicago, IL – July 13, 2023 – Methode Electronics, Inc. (NYSE: MEI), a leading global supplier of custom-engineered solutions for user interface, LED lighting and power distribution applications, announced today the initiation of the discontinuation of the Dabir Surfaces, Inc. business.

The Company is executing a wind down process of the Dabir business. The impact from severance, asset impairments, and other associated costs to fiscal year 2024 pre-tax income is expected to be between $1.5 million and $3.5 million with most of the cost to be recognized in the first half of fiscal 2024. The wind down process is expected to be completed by approximately the end of fiscal 2024 in accordance with contractual and regulatory commitments.

President and Chief Executive Officer Donald W. Duda said, “After exploring multiple strategic options, it became unfortunately clear that a discontinuation of the business was the best financial path forward. I want to thank the Dabir and Methode employees associated with the business for all their efforts as well as the customers who provided the opportunity to market the Dabir product. Methode will now focus on growing its core businesses and executing the numerous program launches scheduled for this year and next.”

The Company expects to provide additional details on the Dabir discontinuation when it reports its fiscal 2024 first quarter results.

About Methode Electronics, Inc.

Methode Electronics, Inc. (NYSE: MEI) is a leading global supplier of custom-engineered solutions with sales, engineering and manufacturing locations in North America, Europe, Middle East and Asia. We design, engineer, and produce mechatronic products for OEMs utilizing our broad range of technologies for user interface, LED lighting system, power distribution and sensor applications.

Our solutions are found in the end markets of transportation (including automotive, commercial vehicle, e-bike, aerospace, bus, and rail), cloud computing infrastructure, construction equipment, and consumer appliance. Our business is managed on a segment basis, with those segments being Automotive, Industrial, Interface and Medical.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, our current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to our operations and business environment, which may cause our actual results to be materially different from any future results, expressed or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or our strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors that could cause actual results to differ materially from these

forward-looking statements include, but are not limited to, the following:

•

Dependence on our supply chain, including semiconductor suppliers;

•

Impact from pandemics, such as the COVID-19 pandemic;

•

Dependence on the automotive and commercial vehicle industries;

•

Impact from inflation;

•

Dependence on a small number of large customers, including one large automotive customer;

•

Risks relating to our use of requirements contracts;

•

Failure to attract and retain qualified personnel;

•

Risks related to conducting global operations;

•

Potential work stoppages;

•

Dependence on the availability and price of materials;

•

Timing, quality and cost of new program launches;

•

Ability to compete effectively;

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Ability to withstand pricing pressures, including price reductions;

•

Our lengthy sales cycle;

•

Ability to successfully benefit from acquisitions and divestitures;

•

Impact from production delays or cancelled orders;

•

Investment in programs prior to the recognition of revenue;

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Electric vehicle ("EV") adoption rates;

•

Ability to withstand business interruptions;

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Breaches to our information technology systems or service interruptions;

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Ability to keep pace with rapid technological changes;

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Ability to protect our intellectual property;

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Costs associated with environmental, health and safety regulations;

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International trade disputes resulting in tariffs and our ability to mitigate tariffs;

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Impact from climate change and related regulations;

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Ability to avoid design or manufacturing defects;

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Ability to remediate a material weakness in our internal control over financial reporting;

•

Recognition of goodwill and other intangible asset impairment charges;

•

Ability to manage our debt levels and any restrictions thereunder;

•

Interest rate changes and variable rate instruments;

•

Currency fluctuations;

•

Adjustments to compensation expense for performance-based awards;

•

Timing and magnitude of costs associated with restructuring activities;

•

Income tax rate fluctuations; and

•

Judgments related to accounting for tax positions.

Additional details and factors are discussed under the caption “Risk Factors” in our Annual Report. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Any forward-looking statements made by us speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

For Methode Electronics, Inc.

Robert K. Cherry

Vice President, Investor Relations

[email protected]

708-457-4030