UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 15, 2022
(Exact name of registrant as specified in its charter)
Commission file number 001-11406
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of principal executive offices, including zip code)
(978 ) 776-2000
(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 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 Securities Exchange Act of 1934:
| 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 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. ¨
KADANT INC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Directors or Certain Officers
On March 15, 2022, William P. Tully notified the board of directors (the "Board") of Kadant Inc. (the "Company") that he will resign as a director of the Company, effective January 1, 2023. Dr. Tully, who currently serves as chairman of the Nominating and Corporate Governance Committee, stated that his decision to resign did not result from any disagreement with the Company.
(d) Election of Directors
On March 17, 2022, the Board of the Company increased the Board size to seven members and appointed Rebecca Martinez O'Mara as a director of the Company. Ms. O'Mara, whose term will begin on May 1, 2022, was appointed to the class of directors the term for which expires at the Company’s 2024 annual meeting of stockholders. Ms. O'Mara is expected to be named to the Compensation Committee, the Nominating and Corporate Governance Committee, of which she is expected to be the chair, and the Risk Oversight and Sustainability Committee effective January 1, 2023 when Dr. Tully resigns from those positions.
The Board has determined that Ms. O'Mara is independent under applicable standards of the New York Stock Exchange and the Company’s corporate governance guidelines. Ms. O'Mara is not related to any of the Company's directors or executive officers. There are no related person transactions between the Company and Ms. O'Mara or her immediate family members reportable under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
For her service as a non-employee director of the Company, Ms. O'Mara will receive the compensation described under the caption “Director Compensation” in the Company’s proxy statement as filed with the Securities and Exchange Commission on a pro rata basis, including the award of restricted stock units. She will also be subject to the Company’s stock ownership guidelines for members of the Board. An indemnification agreement on the Company’s standard form will be entered into with Ms. O'Mara.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company in connection with Ms. O'Mara’s appointment is furnished with this Form 8-K and attached hereto as Exhibit 99.
The information presented under this Item 7.01 (including Exhibit 99) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | ||||||||
| The following exhibits relating to Item 7.01 shall be deemed to be furnished and not filed. | ||||||||
| Exhibit | ||||||||
| No. | Description of Exhibits | |||||||
| 99 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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KADANT INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KADANT INC. | ||||||||
| Date: March 17, 2022 | By | /s/ Michael J. McKenney | ||||||
Michael J. McKenney Executive Vice President and Chief Financial Officer | ||||||||
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Exhibit 99.1
 | PRESS RELEASE | |||||||
KADANT INC. | ||||||||
One Technology Park Drive | ||||||||
Westford, MA 01886 USA | ||||||||
Tel: +1 978-776-2000 | ||||||||
www.kadant.com | ||||||||
Kadant Appoints Rebecca Martinez O’Mara to its Board of Directors
WESTFORD, Mass., March 17, 2022 – Kadant Inc. (NYSE: KAI), a global supplier of technologies and engineered systems, today announced the expansion of the board of directors from six to seven directors and the appointment of Rebecca Martinez O’Mara to its board of directors effective May 1, 2022. Ms. O’Mara was appointed to the class of directors the term for which expires at Kadant’s 2024 annual meeting of stockholders.
Ms. O’Mara served as the president of industrial services for Stanley Black & Decker, Inc., a Fortune 500 manufacturer of industrial tools and household hardware. She was previously vice president of services and solutions at Grundfos Holdings A/S, a global pump manufacturer, and prior to that was vice president of marketing, customer service and aftermarket at Sullair, LLC, a global air compressor manufacturer. Ms. O’Mara is a member of the Latino Corporate Directors Association and is also a Chicago United Business Leaders of Color Honoree.
“I am pleased to welcome Rebecca to our board of directors,” said Jonathan Painter, chairman of the board of directors of Kadant Inc. “Kadant has a longstanding commitment to strong corporate governance and will benefit from Rebecca’s executive operational experience in industrial manufacturing. Her experiences in organizational management and sustainability initiatives will provide an important perspective to Kadant, and I look forward to the contributions she will make to Kadant.”
Separately, Dr. William P. Tully, a director at Kadant since 2010, notified the board of directors that he will resign as a director effective January 1, 2023, at which time Kadant expects its board of directors will reduce the size of the board from seven to six members.
Jeffrey L. Powell, president and chief executive officer of Kadant Inc., commented, “I want to thank Bill for his 12 years of service as a director at Kadant. His many contributions and valuable insights will be missed, and we wish him all the best in his retirement from the board.”
About Kadant
Kadant is a global supplier of technologies and engineered systems that drive Sustainable Industrial Processing. The Company’s products and services play an integral role in enhancing efficiency, optimizing energy utilization, and maximizing productivity in process industries. Kadant is based in Westford, Massachusetts, with approximately 2,900 employees in 20 countries worldwide. For more information, visit www.kadant.com.
Safe Harbor Statement
The following constitutes a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements that involve a number of risks and uncertainties, including forward-looking statements about our customers, products, technologies, and
markets. These forward-looking statements represent our expectations as of the date of this press release. We undertake no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events, or otherwise. These forward-looking statements are subject
| Kadant Appoints Rebecca Martinez O'Mara to its Board of Directors (cont.) | | ||||
to known and unknown risks and uncertainties that may cause our actual results to differ materially from these forward-looking statements as a result of various important factors, including those set forth under the heading "Risk Factors" in Kadant’s annual report on Form 10-K for the fiscal year ended January 1, 2022 and subsequent filings with the Securities and Exchange Commission. These include risks and uncertainties relating to adverse changes in global and local economic conditions; the variability and difficulty in accurately predicting revenues from large capital equipment and systems projects; health epidemics; our acquisition strategy; levels of residential construction activity; reductions by our wood processing customers of their capital spending or production of oriented strand board; changes to the global timber supply; development and use of digital media; cyclical economic conditions affecting the global mining industry; demand for coal, including economic and environmental risks associated with coal; failure of our information systems or breaches of data security and cybertheft; implementation of our internal growth strategy; supply chain constraints, inflationary pressure, price increases and shortages in raw materials; competition; changes in our tax provision or exposure to additional tax liabilities; our ability to successfully manage our manufacturing operations; disruption in production; future restructurings; loss of key personnel and effective succession planning; protection of intellectual property; climate change; adequacy of our insurance coverage; global operations; policies of the Chinese government; the variability and uncertainties in sales of capital equipment in China; currency fluctuations; economic conditions and regulatory changes caused by the United Kingdom’s exit from the European Union; changes to government regulations and policies around the world; compliance with government regulations and policies and compliance with laws; environmental laws and regulations; environmental, health and safety laws and regulations impacting the mining industry; our debt obligations; restrictions in our credit agreement and note purchase agreement; substitution of an alternative index for LIBOR; soundness of financial institutions; fluctuations in our share price; and anti-takeover provisions.
Contacts
Investor Contact Information:
Michael McKenney, 978-776-2000
mike.mckenney@kadant.com
or
Media Contact Information:
Wes Martz, 269-278-1715
wes.martz@kadant.com