8-K
R F INDUSTRIES LTD (RFIL)
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): September 6, 2022
| R F INDUSTRIES, LTD. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada<br><br> <br>(State or Other Jurisdiction<br> of Incorporation) | 0-13301<br><br> <br>(Commission File Number) | 88-0168936<br><br> <br>(I.R.S. Employer<br> Identification No.) |
| --- | --- | --- |
7610 Miramar Road, Bldg. 6000
San Diego, California 92126-4202
(Address of Principal Executive Offices)
(858) 549-6340
(Registrant’s Telephone Number)
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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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, $0.01 par value per share | RFIL | NASDAQ Global Market |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 of Certain Officers. |
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On September 6, 2022, Marvin H. Fink resigned from the Board of Directors (the “Board”) of RF Industries, Ltd. (the “Company”). In tendering his resignation, Mr. Fink expressed no disagreement with the Company.
On September 8, 2022, the Board increased the size of the Board from five directors to six, and appointed two new directors, Kay L. Tidwell and Jason Cohenour, to fill the two vacant Board seats. Ms. Tidwell was appointed as a member of the Board’s Nominating and Corporate Governance Committee and Compensation Committee. Mr. Cohenour was appointed as a member of the Board’s Audit Committee and Strategic Planning and Capital Allocation Committee.
Ms. Tidwell and Mr. Cohenour will be compensated under the Company’s director compensation program as in effect from time to time. As part of their annual compensation, Ms. Tidwell and Mr. Cohenour were each granted 7,485 shares of restricted stock, which shares will vest upon the earlier to occur of (a) the one (1) year anniversary of the date of grant, or (b) the Company’s next annual meeting of stockholders. Ms. Tidwell and Mr. Cohenour will also enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2022.
There are no arrangements or understandings between Ms. Tidwell and Mr. Cohenour and any other persons pursuant to which they were chosen as directors of the Company. Neither Mr. Cohenour nor Ms. Tidwell are a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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Annual Meeting of Stockholders
On September 8, 2022, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of Kroll, LLC, 10100 Santa Monica Blvd. Suite 1100, Los Angeles, CA 90067. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on July 26, 2022 (as amended, the “Proxy Statement”). At the Annual Meeting, 7,036,484 shares, or approximately 69.28% of all outstanding shares of common stock, were present either in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
| ● | Proposal 1: to elect Sheryl Cefali and Robert Dawson to the Company’s Board of Directors as Class III directors, for a three-year term expiring at the 2025 Annual Meeting; |
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| ● | Proposal 2: a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement; |
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| ● | Proposal 3: a proposal to ratify CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2022. |
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Voting Results
Proposal 1: Sheryl Cefali and Robert Dawson were elected as directors on the following vote:
| ● | Sheryl Cefali was elected with 4,565,308 “FOR” votes and 225,724 “WITHHELD” votes; |
|---|---|
| ● | Robert Dawson was elected with 4,715,322 “FOR” votes and 75,710 “WITHHELD” votes. |
| --- | --- |
In addition, there were 2,245,452 broker non-votes in connection with this proposal.
Proposal 2: This proposal was approved with 4,371,059 “FOR” votes, 317,051 “AGAINST” votes and 102,922 “ABSTAIN” votes. There were 2,245,452 broker non-votes in connection with this proposal.
Proposal 3: This proposal was approved with 6,954,380 “FOR” votes, 31,497 “AGAINST” votes and 50,607 “ABSTAIN” votes. There were no broker non-votes in connection with this proposal.
| Item 8.01 | Other Events. |
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On September 12, 2022, the Company issued a press release announcing the appointment of Ms. Tidwell and Mr. Holdsworth as directors, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated September 12, 2022. |
| 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 hereunto duly authorized.
| September 12, 2022 | By: | /s/ Robert Dawson |
|---|---|---|
| Robert Dawson<br><br> <br>President and Chief Executive Officer |
ex_422607.htm
Exhibit 99.1
| FOR IMMEDIATE RELEASE | |
|---|---|
| Contacts:<br><br> <br><br><br> <br>RF Industries, Ltd.<br><br> <br>Peter Yin<br><br> <br>SVP and CFO<br><br> <br>(858) 549-6340<br><br> <br>rfi@rfindustries.com | MKR Investor Relations<br><br> <br>Todd Kehrli<br><br> <br>Analyst/Investor Contact<br><br> <br>(323) 468-2300<br><br> <br>rfil@mkr-group.com |
RF Industries Announces Board of Directors Changes
New appointments align with the Company’s strategic growth strategies
Marvin Fink retires from Board after more than 20 years of service
SAN DIEGO, CA, September 12, 2022 – RF Industries, Ltd, (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced the addition of Kay L. Tidwell and Jason Cohenour to the Company’s Board of Directors (the “Board”).
Kay L. Tidwell is the Executive Vice President, General Counsel and Chief Risk Officer of Hudson Pacific Properties, Inc. (NYSE: HPP), a unique provider of end-to-end real estate solutions for tech and media tenants. She joined Hudson Pacific in 2010 and is responsible for the company’s corporate legal function, overseeing corporate governance matters, SEC and NYSE compliance, and insurance and litigation, as well as managing outside counsel.
Prior to Hudson Pacific, Tidwell was an attorney at Latham & Watkins LLP, where she began her legal career in the Los Angeles office, advising on a wide variety of corporate and securities matters, including Hudson Pacific’s IPO. She received a Bachelor of Arts degree in English, magna cum laude, from Yale College. She also earned a Juris Doctor degree from Yale Law School.
Ms. Tidwell commented, “RF Industries’ strong track record and proven ability to execute on business fundamentals, coupled with its clear commitment to good corporate governance, make it an incredibly attractive enterprise to be a part of, and I am delighted to join its Board of Directors. I look forward to bringing my experience advising public companies to the Board.”
Jason Cohenour joins the Board with many years of executive leadership, sales, marketing, operations, and international M&A experience. He previously served as President, CEO, and Director at Sierra Wireless, Inc. (NASDAQ: SWIR) from 2005 to 2018. While CEO, Cohenour led a successful business turnaround, resulting in revenue growth of nearly 800% to an annualized run rate of $800 million. He also led a multi-year business transformation, pivoting the company from a mobile computing pure play to the global leader in intelligent wireless solutions for the IoT.
Cohenour is also a Director of CalAmp Corp. (NASDAQ: CAMP), a connected intelligence company, where he was appointed in June 2019 and serves on the Audit Committee as well as chairs the Governance and Nominating Committee. He has a BS degree in Business Administration from the University of Rhode Island.
Mr. Cohenour commented, “RF Industries is exceptionally well positioned to be a key enabler of the deployment of next generation 5G communications services and solutions. I am very excited to join the board of RF Industries and to apply my energy and experience in support of Rob, the team, and the company’s continued growth and value creation.”
RF Industries Chairman Mark Holdsworth said, “We are pleased to welcome Kay and Jason to our Board of Directors. They are both great additions and we are excited for the fresh perspectives and immediate positive impact they bring as we continue our transformation and long-term growth strategy. Kay, with her public company legal experience, will be an important addition in corporate governance matters and Jason, with his successful growth and leadership track record and deep understanding of the wireless and related industries, will provide mission critical strategic guidance.”
The Company also announced today that former Chairman of the Board, and long-time Board member, Marvin Fink has retired from the Company's Board, effective September 7, 2022, following more than 20 years of dedicated service. Mr. Fink was the Chairman of the Board of RF Industries from 2001 to 2021 and was instrumental in the long-term growth of the Company, including being a key piece of its significant turnaround and growth in the last five years.
Robert Dawson, President and CEO of RF Industries, commented, "On behalf of the Board and the management team, we are very thankful to Marv for his longstanding dedication and commitment to RF Industries and his huge contributions over the years that were a key piece of the Company's success. I’m especially thankful for Marv’s guidance to me and the team over the last five years and on a personal note, I’ve enjoyed his stable approach and sharp wit. It has been a privilege to serve with him on the Board, and I wish him well."
With these changes, the number of RF Industries Board members currently stands at six. Click here for the bios of the entire RF Industries Board of Directors, Board Diversity Matrix and Committee Makeup.
About RF Industries
RF Industries designs and manufactures a broad range of interconnect products across diversified, growing markets, including wireless/wireline telecom, data communications and industrial. The Company's products include high-performance components such as RF connectors and adapters, RF passives including dividers, directional couplers and filters, coaxial cables, data cables, wire harnesses, fiber optic cables, custom cabling, energy-efficient cooling systems and integrated small cell enclosures. The Company is headquartered in San Diego, California with additional operations in Long Island, New York, Vista, California, Milford, Connecticut, North Kingstown, Rhode Island and Parsippany, New Jersey. Please visit the RF Industries website at www.rfindustries.com.
Forward-Looking Statements
This press release contains forward-looking statements with respect to future events, including opportunities for development of our business strategy and long-term growth, which are subject to a number of factors that could cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to: the Company’s ability to successfully integrate Microlab and realize anticipated synergies, the duration and continuing impact of the coronavirus pandemic on the U.S. economy and the Company’s customers; changes in the telecommunications industry; the Company's reliance on certain distributors and customers for a significant portion of anticipated revenues; the impact of existing and additional future tariffs imposed by U.S and foreign nations; the Company's ability to execute on its new go-to-market strategies and channel models; its ability to expand its OEM relationships; its ability to continue to deliver newly designed and custom fiber optic and cabling products to principal customers; its ability to maintain strong margins and diversify its customer base; and its ability to address the changing needs of the market. Further discussion of these and other potential risk factors may be found in the Company's public filings with the Securities and Exchange Commission (www.sec.gov) including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. All forward-looking statements are based upon information available to the Company on the date they are published, and the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or new information after the date of this release.