Pro Dex Inc 8-K, filed Jan 4, 2024
Pro Dex Inc (PDEX)
About this 8-K
Pro Dex Inc filed this 8-K on January 4, 2024, reporting on events of December 29, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
(Address of principal executive offices, zip code)
(Registrant’s telephone number including area code)
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(b) 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 Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 checkmark 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; Compensatory Arrangements of Principal Officers |
Compensation of Chief Executive Officer
On December 29, 2023, pursuant to approval of the Compensation Committee of the Board of Directors of Pro-Dex, Inc. (“Pro-Dex” or the “Company”), Richard L. Van Kirk, the Company’s Chief Executive Officer, had an increase in base salary from $305,000 to $350,000 per year effective with the Company’s next bi-weekly pay period. Other than the increase in base salary, Mr. Van Kirk’s employment with the Company continues on an at-will basis on the terms previously disclosed.
Bonus Award
On December 29, 2023, the Compensation Committee approved a bonus plan for Mr. Van Kirk, commencing this current fiscal year ending June 30, 2024 (“Fiscal 2024”) and continuing annually thereafter, based upon annual performance metrics whereby he may earn a cash bonus up to $140,000 per fiscal year, as well as an additional bonus based upon other business targets. Although not yet calculable, we believe that one or more of the performance metrics and/or business targets are likely to be achieved in Fiscal 2024, which we currently anticipate could result in a cash bonus for Fiscal 2024 in the range of $75,000 to $300,000.
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 hereunto duly authorized.
| Date: January 4, 2024 | Pro-Dex, Inc. | |
| By: | /s/ Alisha K. Charlton | |
| Alisha K. Charlton | ||
| Chief Financial Officer | ||