Dorman Products, Inc. (NASDAQ:DORM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November9, 2017, the Board of Directors (the “Board”) of Dorman Products, Inc. (the “Company”) increased the size of the Board from six to seven directors and appointed Kelly A. Romano to fill the newly created directorship effective immediately. Ms.Romano will serve as a director of the Company until the expiration of her term on the date of the Company’s annual meeting of shareholders in 2018 and until her successor is selected and qualified, except in the event of her earlier death, resignation or removal. Ms.Romano was also appointed to the Board’s Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee.
As a non-employee director, Ms.Romano will participate in the standard compensation arrangement for our non-employee directors, currently comprised of an annual cash retainer of $60,000 and an annual restricted stock award with a grant date value of approximately $90,000. In connection with her appointment, Ms.Romano will receive a pro-rata portion of the director’s annual cash retainer for the current board year. In addition, in connection with her appointment, on November9, 2017, Ms.Romano was granted 903 shares of restricted stock with a grant date value of approximately $60,000, representing a pro rata portion of the annual restricted stock award for non-employee directors.
Ms.Romano, 55, has been an executive advisory board member of Gryphon Investors, a private equity firm focused on middle-market investment opportunities, since December 2016, and a senior advisory partner for Sand Oak Capital Partners, LLC, a private equity firm focused on industrial and manufacturing investments, since May 2016. In addition, since May 2016, Ms.Romano has been providing independent consulting services related to strategy, acquisitions, deal structure, and channel development for high technology small and mid-size companies. From 1984 to April 2016, Ms.Romano served in various capacities at United Technologies Corporation (“UTC”) (NYSE:UTX), a diversified company that provides high technology products and services to the building and aerospace industries. From September 2014 to April 2016, Ms.Romano served as President, Intelligent Building Technologies for the UTC Building& Industrial Systems business. From March 2012 to September 2014, Ms.Romano was at the UTC Corporate Office as Corporate Vice President, Business Development. From May 2011 to February 2012, Ms.Romano held the position of President, Global Security Products at UTC Fire& Security. She first joined UTC Fire& Security in January 2010 and held the role of Senior Vice President, Global Sales& Marketing from January 2010 to April 2011. Before joining UTC’s Fire& Security, Ms.Romano was employed by UTC’s Carrier Corporation for 25 years in various positions, including President, Building Systems& Services from January 2006 to December 2009 and President, Distribution Americas from November 2004 to January 2006. Ms.Romano currently serves on the boards of various privately held companies.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
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Exhibit Number |
Description |
| 99.1 | Press release dated November9, 2017. |
Dorman Products, Inc. ExhibitEX-99.1 2 d494540dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 NEWS RELEASE Contact: Kevin Olsen,…To view the full exhibit click here
About Dorman Products, Inc. (NASDAQ:DORM)
Dorman Products, Inc. (Dorman) is a supplier of replacement parts and fasteners for passenger cars, light trucks, and heavy duty trucks in the automotive aftermarket. The Company distributes and markets approximately 150,000 various stock keeping units (SKU’s) of automotive replacement parts and fasteners. The Company groups its products into approximately four classes, such as power-train, including intake and exhaust manifolds, and harmonic balancers; automotive body, including window lift motors and window regulators; chassis, including suspension arms and knuckles, and hardware, including threaded bolts. Dorman parts are marketed under the OE Solutions, HELP!, TECHoice, AutoGrade, Conduct-Tite, FirstStop and HD Solutions brand names. A majority of the Company’s products are sold under brands that it owns.
