UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2024, Stephanie Poe, Chief Financial Officer, Secretary and Treasurer of Smith-Midland Corporation (the “Company”), notified the Company of her decision to resign from her positions with the Company, effective July 17, 2024.
Item 7.01 Regulation FD Disclosure.
On July 2, 2024, the Company issued a press release, attached hereto as Exhibit 99.1, announcing the above-detailed changes.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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: July 2, 2024 |
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| SMITH-MIDLAND CORPORATION |
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| By: | /s/ Stephanie Poe |
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| Stephanie Poe Chief Financial Officer |
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EXHIBIT 99.1
Smith-Midland Announces CFO Transition
MIDLAND, VA – July 2, 2024 – Smith-Midland Corporation (NASDAQ: SMID) a provider of innovative, high-quality proprietary and patented precast concrete products and systems today announced the resignation of its Chief Financial Officer Stephanie Poe, effective July 17, 2024.
Ms. Poe’s resignation is not the result of any dispute or disagreement with the Company including any matters relating to the Company’s accounting practices or financial reporting.
The Company will begin a search for a new Chief Financial Officer. In the interim, AJ Krick, the Company’s former CFO from 2018-2022 will, through L2G, Inc., render CFO equivalent services as a consultant to Smith-Midland. Mr. Krick is Founder & Principal of L2G, Inc., a tax and accounting firm.
“I would like to thank Stephanie for her contributions to Smith-Midland over the past seven years,” said Ashley Smith, Chairman and Chief Executive Officer. “I look forward to working with AJ again in the interim as we conduct a full executive search for our next CFO. AJ’s familiarity with the Company, process, investors and our team will provide strong continuity as we search for a replacement.”
"It has been a tremendous pleasure to work at Smith-Midland. The Company is well positioned with a strong balance sheet and positive market outlook to take advantage of current tailwinds,” said Ms. Poe. “I want to thank Smith-Midland for the opportunity they provided me over the past seven years."
About Smith-Midland
Smith-Midland develops, manufactures, licenses, rents, and sells a broad array of precast concrete products and systems for use primarily in the construction, transportation, and utility industries.
Smith-Midland Corporation has three manufacturing facilities in: Midland, VA, Reidsville, NC, and Columbia, SC, and a J-J Hooks® Safety Barrier rental firm, Concrete Safety Systems. Easi-Set Worldwide, a wholly owned subsidiary of Smith-Midland Corporation, licenses the production and sale of Easi-Set products, including J-J Hooks and SlenderWall®, and provides diversification opportunities to the precast industry worldwide. For more information, please call (540) 439-3266 or visit www.smithmidland.com.
Forward-Looking Statements
This announcement contains forward-looking statements, which involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. Factors which might cause such a difference include, but are not limited to, product demand, the impact of competitive products and pricing, capacity and supply constraints or difficulties, our material weaknesses in internal controls, inflationary factors including potential recession, general business and economic conditions, our debt exposure, our high level of accounts receivables, the effect of the Company's accounting policies and other risks detailed in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.
Company Contact:
540-439-3266
Investor Relations:
Steven Hooser or John Beisler
Three Part Advisors, LLC
214-872-2710