8-K

UNITED STATES

SECURITY 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 16, 2023

National Presto Industries, Inc.

(Exact name of registrant as specified in this chapter)

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:

☐         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 240.13a-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On May 16, 2023, Richard N. Cardozo tendered his resignation as a member of the Board of Directors (the “Board”) of National Presto Industries, Inc. (the “Company”) and as a member of the Audit, Compensation and Nominating/Governance Committees of the Board effective immediately. Mr. Cardozo’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On May 16, 2023, upon the recommendation of the Nominating/Governance Committee, the Board appointed Douglas J. Frederick to fill the vacancy on the Board following the resignation of Mr. Cardozo. Mr. Frederick will serve for a term expiring at the annual meeting of stockholders to be held in 2025. Mr. Frederick has served as General Counsel of the Company since January 2009. He was elected Corporate Secretary on November 17, 2009, Vice President on May 15, 2018, and Chief Operating Officer on December 11, 2018.

There are no arrangements or understandings between Mr. Frederick and any other persons pursuant to which they were selected as a director of the Company. There are no family relationships between Mr. Frederick and any of the Company’s directors or executive officers and Mr. Frederick does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 16, 2023. 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 2026. Stockholders also ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. On a non-binding advisory basis, stockholders approved the compensation of the Company’s named executive officers and voted on the frequency of future advisory votes on executive compensation. 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

Ratify the Appointment of RSM US LLP as the Independent Registered Public Accounting Firm

Advisory (Non-Binding) Vote on Executive Compensation

Advisory (Non-Binding) Vote on Frequency of an Advisory Vote on Executive Compensation

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.

ex_523804.htm

Exhibit 99.1

NATIONAL PRESTO INDUSTRIES, INC. ANNOUNCES ELECTION OF DIRECTORS AT ITS ANNUAL STOCKHOLDER MEETING AND RESIGNATION AND APPOINTMENT OF NEW BOARD DIRECTOR

Eau Claire, Wisconsin (May 18, 2023) – The stockholders of National Presto Industries, Inc. (NYSE: NPK) re-elected Randy F. Lieble and Joseph G. Stienessen to new three-year terms as directors at the May 16, 2023, annual stockholders meeting. The stockolders also ratified the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023, and in two non-binding votes the stockholders approved the compensation of the Company’s named executive officers and voted on the frequency of future advisory votes on executive compensation. In addition, during the meeting, the Safety segment’s new Rely™ smoke and combination smoke/carbon monoxide alarms were shown, as were the Housewares/Small Appliance segment’s new FreshDaddy™ vacuum sealers.

The new Rely™ smoke and combination smoke/carbon monoxide alarms feature a choice of audible English and Spanish alerts and a 10-year battery. Two versions of each will be offered. The first version is battery operated, while the second is a hardwired version with battery backup.

The new line of FreshDaddy™ vacuum sealing products that was shown includes three vacuum sealers. Each is a handsome product with stainless steel accents. The first vacuum sealer is a basic unit that cuts, seals, and vacuum-seals custom bags from roll material included with the product. The second vacuum sealer is a premium unit. It not only performs the basic cutting, sealing, and vacuum sealing functions but also offers ultra-convenient bag storage and an accessory to vacuum reusable zipper bags and containers. The third is a deluxe unit with extra vacuuming power, digital controls, and a scale for portion control. It not only has the ability to vacuum zipper bags and containers but also features a marinate setting that enables the user to complete the marinating process in a mere 30 minutes rather than overnight. The segment also will be offering rolls of bags, reusable zipper bags in quart and gallon sizes, a three-piece vacuum container set, and a wine stopper.

During the Board Meeting held on the same day, Board Director Richard Cardozo tendered his resignation. The Board accepted the resignation, after thanking him for his 25 years of invaluable service and noting that his wisdom and knowledge would be missed. The Board appointed Douglas Frederick, the Company’s Chief Operating Officer and Secretary, to fill the unexpired term of Mr. Cardozo’s seat.

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, cartridge cases, and metal parts. The Safety segment offers fire extinguishers, carbon monoxide detectors, and systems that provide early warning of conditions that, if not corrected, would cause 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.

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