National Presto Industries Inc 8-K, filed Jun 1, 2020
National Presto Industries Inc (NPK)
About this 8-K
National Presto Industries Inc filed this 8-K on June 1, 2020, reporting on events of May 28, 2020.
Items reported
- Item 5.07: Shareholder vote results
- 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): May 28, 2020
______________
National Presto Industries, Inc.
(Exact name of registrant as specified in this chapter)
| Wisconsin | 1-2451 | 39-0494170 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
3925 North Hastings Way Eau Claire, Wisconsin |
54703-3703 | |
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: 715-839-2121
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-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, $1.00 par value | NPK | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07 Submission of Matters to a Vote of Security Holders
The registrant held its Annual Meeting of Stockholders on May 28, 2020. At the meeting, stockholders re-elected Randy F. Lieble and Joseph G. Stienessen to serve as directors, each for a three-year term ending at the annual meeting to be held in 2023. The stockholders also approved a new non-employee director compensation plan; ratified the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for the year ending December 31, 2020; and approved the compensation of the company’s executives in a non-binding advisory vote. The Non-Employee Director Compensation Plan is attached hereto as Exhibit 10.1. A press release regarding the outcome of the votes of stockholders is attached hereto as Exhibit 99.1.
Set forth below are the final voting results for each of the proposals.
Election of Directors
| Name | For | Withheld | Broker Non-Votes | |||||
| Randy F. Lieble | 4,959,406 | 892,972 | 755,814 | |||||
| Joseph G. Stienessen | 4,519,870 | 1,332,508 | 755,814 |
Non-Employee Director Compensation Plan
| For | Against | Abstain | Broker Non-Votes | |||||
| 5,765,085 | 68,610 | 18,687 | 755,814 |
Ratify the Appointment of BDO USA, LLP as the Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes | |||||
| 6,505,803 | 55,226 | 47,167 | 0 |
Advisory (Non-Binding) Vote on Executive Compensation
| For | Against | Abstain | Broker Non-Votes | |||||
| 5,593,018 | 231,489 | 27,875 | 755,814 |
Item 8.01 Other Events
On June 1, 2020, the Registrant announced that on May 29, 2020 Spectra Technologies, LLC, a wholly-owned subsidiary within National Defense Corporation, Presto’s Defense segment holding company, received a follow-on subcontract for production of the warhead for the Small Diameter Bomb program. A press release describing the award is filed as Exhibit 99.1 to this Form 8-K. Such Exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Non-Employee Director Compensation Plan |
| 99.1 | Press Release of National Presto Industries, Inc. dated June 1, 2020 |
SIGNATURE
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 hereunto duly authorized.
| National Presto Industries, Inc. | |||||
| (Registrant) | |||||
| Date: June 1, 2020 | By: | /s/ Maryjo Cohen | |||
| (Signature) Maryjo Cohen, President | |||||
| and Chief Executive Officer | |||||
EXHIBIT 10.1
NATIONAL
PRESTO INDUSTRIES, INC.
NON-EMPLOYEE DIRECTOR
COMPENSATION PLAN
1. Purpose. The purpose of this Non-Employee Director Compensation Plan (the “Plan”) is to attract and retain qualified individuals to serve as Non-Employee Directors of National Presto Industries, Inc. (the “Company”) and to more closely align the interests of such Non-Employee Directors with those of the Company’s stockholders.
2. Administration. The Plan shall be administered by the Board of Directors (the “Board”) of the Company, which shall have the authority to construe and interpret the Plan, prescribe, amend and rescind rules relating to the Plan’s administration and take any other actions necessary or desirable for the administration of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. All decisions of the Board shall be final and binding on all persons. All expenses of administering the Plan shall be borne by the Company.
3. Eligibility. Each member of the Board who is not an officer or employee of the Company or any of its subsidiaries (a “Non-Employee Director”) shall be eligible to receive the compensation provided hereunder.
4. Amount and Form of Non-Employee Director Compensation.
(a) Each Non-Employee Director shall receive the following annual compensation for service as a director:
| · | An annual retainer; and | |
| · | A meeting fee for each full-day and half-day Board or committee meeting attended in person or telephonically. |
(b) The amount of the annual retainer shall be as determined by the Board from time to time. Annual retainers shall be paid as follows:
| · | 75% of the annual retainer shall be payable in cash in three equal quarterly installments on or after the last business day of each of the first three calendar quarters of the calendar year; and | |
| · | 25% of the annual retainer shall be payable in shares of common stock, par value $1.00 per share (“Common Stock”), of the Company. The number of shares paid shall be determined by dividing the dollar amount of 25% of the annual retainer by the closing price of the Company’s Common Stock on the last trading day of the calendar year, rounded down to the nearest whole share. No fractional shares shall be issued. Non-Employee Directors shall be entitled to receive cash equal to the value of any fractional shares. The shares issued shall be fully vested shares of Common Stock. |
(c) A Non-Employee Director who serves on the Board for less than the entire calendar quarter shall receive a pro-rated quarterly portion of the annual retainer for such calendar quarter based on the number of complete days of the calendar quarter during which the Non-Employee Director serves as a member of the Board.
(d) The amount of the meeting fees shall be as determined by the Board from time to time. Meeting fees shall be paid in cash on or after the last business day of the calendar quarter in which the Non-Employee Director attended a Board or committee meeting.
5. Source of Shares. The Common Stock issued under this Plan may consist of treasury shares, shares purchased on the open market or authorized but unissued shares of Common Stock. The maximum number of shares of Common Stock authorized to be issued under the Plan is 15,000. In the event of any change in the outstanding Common Stock of the Company by reason of any stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination, exchange, or other relevant change in capitalization, an equitable adjustment will be made to the maximum number of shares issuable under this Plan as the Board determines is necessary or appropriate, in its sole discretion, to give proper effect to such corporate action.
6. Miscellaneous.
(a) Tax Withholding. To the extent required by applicable federal, state or local law, a Non-Employee Director must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan.
(b) No Right to Continued Board Membership. Nothing in the Plan shall confer upon any Non-Employee Director the right to continue to serve as a director of the Company or in any other capacity.
(c) Nonassignment. Any and all rights of a Non-Employee Director respecting payments under this Plan may not be assigned, transferred, pledged or encumbered in any manner, other than by will or the laws of descent and distribution, and any attempt to do so shall be void.
(d) Compliance with Law. The obligations of the Company with respect to payments under the Plan are subject to compliance with all applicable laws and regulations.
(e) Successors and Assigns. The Plan shall be binding on the Company and its successors and assigns.
(f) Governing Law. The Plan shall be construed in accordance with and governed by the laws of the State of Wisconsin.
(g) Unfunded Obligations. The amounts to be paid to Non-Employee Directors under the Plan are unfunded obligations of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Non-Employee Directors shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor.
(h) Term of Plan. This Plan will remain in effect until it is revised or terminated by further action of the Board.
(i) Termination and Amendment. The Board may at any time amend or modify this Plan in whole or in part. Notwithstanding the foregoing, no amendment or termination of the Plan may impair the right of a Non-Employee Director to receive any amounts accrued hereunder prior to the effective date of such amendment or termination.
(j) Section 409A. The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, to the extent applicable, and shall be interpreted accordingly. Notwithstanding the foregoing, the Company makes no representations or covenants that any compensation paid or awarded under the Plan will comply with Section 409A.
(k) Headings. The headings of sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan.
Adopted by the Board of Directors on February 14, 2020.
Exhibit 99.1
| NEWS RELEASE | CONTACT: David Peuse |
| FOR IMMEDIATE RELEASE | (715) 839-2146 |
NATIONAL PRESTO INDUSTRIES, INC. ANNOUNCES
ELECTION OF DIRECTORS AT ITS ANNUAL STOCKHOLDER MEETING
AND DEFENSE SEGMENT SUBCONTRACT AWARD
Eau Claire, Wisconsin (June 1, 2020) – The shareholders of National Presto Industries, Inc. (NYSE: NPK) re-elected Randy Lieble and Joseph G. Stienessen to new three-year terms as directors at the May 28, 2020, annual stockholders meeting. The shareholders also approved a new, non-employee director compensation plan; ratified the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for the year ending December 31, 2020; and approved the compensation of the company’s executives in a non-binding advisory vote. In addition, during the meeting, the 2020 new Housewares/Small Appliance products were shown to the shareholders.
The first product shown was the Power Bento™ electric cooker, a compartmentalized “cook, heat, and eat” product that cooks ramen, eggs, and vegetables in minutes. It is also ideal for heating soups and stews. It’s the perfect size for one or two servings, ideal for singles or college students. The Power Bento™ is designed to be eaten out of as well and includes a spoon and fork for that purpose. The product also comes with a two-egg holder and on-board cord storage.
The next product was the 12-quart Presto Precise™ digital pressure canner, the first digital canner to process food in accordance with the USDA Complete Guide to Home Canning. Pressure canning is the only method recommended by the USDA for safely canning low-acid foods like vegetables, meats, poultry, fish, and spaghetti sauce. The new canner uses patent-protected technology that includes an innovative sensor that automatically holds the precise processing temperature (240°F) required for safe processing. The canner’s LED display icons guide the user through each step of the process, ensuring proper preheating of jars, full venting of air from the jars, and maintenance of the proper temperature throughout the process for the appropriate length of time. Because the sensor monitors temperature rather than pressure, there is no need to adjust pressure based on altitude. Best of all, there is also no need to stand over a hot stove on a warm summer day monitoring gauges or regulators. The canner handles both temperature regulation and timing automatically. The digital canner also contains technology enabling its use as a water bath canner for high-acid food. The temperature sensor detects the boiling point and activates the process, automatically keeping the temperature at boiling throughout the required time to preserve fruits, jams, jellies, pickles, and salsa. The canner holds five quart, eight pint, or ten half-pint standard jars. Like the smaller pressure cookers in the Presto Precise™ line, the new canner is beautifully styled and features a black stainless steel finish.
The third product shown was the Dorothy™ rapid cold brewer. The Dorothy™ makes 22 ounces of delicious cold brew coffee in minutes at home. Using a patent pending technology, the Dorothy™ rapidly spins coffee grounds through a “tornado” of water for quick flavor extraction, eliminating the long 12- to 24-hour wait required by traditional cold brewers or the need to visit a coffee shop. The resulting coffee is smooth and flavorful without a bitter taste because the coffee grounds are never exposed to high temperatures. The spinning water rapidly circulates coffee grounds for complete flavor extraction in as little as 15 minutes. Cleanup is easy as well. The carafe, filter, and grounds cup are dishwasher safe, and the cord detaches from the power base for easy storage.
The final product shown was the Stuffler™ stuffed waffle maker. The Stuffler™ bakes incredibly delicious Belgian-style waffles with toppings stuffed inside. As a result of the Stuffler™, waffles are no longer just for breakfast, but also make a tasty hot lunch, hearty dinner, or delightful snack. The stuffed waffle maker works with most any batter, from traditional commercial and homemade waffle mixes to cake, quick breads, potato-based, and nut-based batters, to bread, tacos, and even egg/cheese mixtures for delicious stuffed Keto waffles. In terms of stuffing, the only limit is the user’s imagination. Selecting the stuffing is a fun family activity. The possibilities run the gamut—fresh fruits, jams, jellies, pie fillings, meats, poultry, fish, cheese, eggs, vegetables, and nuts, as well as most any dessert ingredient including caramel, chocolate, marshmallows, and cheesecake. The Stuffler™ is also easy and convenient to use. The rotating design flips 180° degrees to evenly spread the batter, ensuring waffles that are crispy on the outside and tender inside. The Stuffler™ tongs provide a handy means to lift, remove, and serve the finished waffle. Even storage is a breeze. The Stuffler™ locks in a vertical position, and its cord stores in the base.
The Company also announced today that on May 29, 2020, Spectra Technologies, LLC, a wholly owned subsidiary within National Defense Corporation, Presto’s Defense segment holding company, received a follow-on subcontract for production of the warhead for the Small Diameter Bomb program. This award has a total value of approximately $32.7 million. Deliveries will commence later in 2020.
National Presto Industries, Inc. operates in three business segments. The Housewares/Small Appliance segment designs and sells small household appliances and pressure cookers under the PRESTO® brand name. The segment is recognized as an innovator of new products. The Defense segment manufactures a variety of products, including medium caliber training and tactical ammunition, energetic ordnance items, fuzes, and cartridge cases. The Safety segment currently consists of two startup companies. The first is Rusoh, Inc., which designs and markets the Rusoh® Eliminator® fire extinguisher, the first self-service fire extinguisher. The second is OneEvent Technologies, Inc. It offers systems that provide early warning of conditions that, if not rectified, could ultimately lead to significant losses.
This release contains “forward looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that are subject to certain risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from historical results and those presently anticipated or projected. In addition to the factors discussed above, other important risk factors are delineated in the Company’s various SEC filings.