DUCOMMUN INCORPORATED (NASDAQ:DCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

(b) On January5, 2017, Anthony J. Reardon resigned as chief
executive officer and president of Ducommun Incorporated (the
Company), effective on the first day of employment by the Company
of Stephen G. Oswald (which is currently anticipated to be
January23, 2017). Mr.Reardon will continue to serve as executive
chairman of the Board of Directors of the Company.

(c) On January5, 2017, Stephen G. Oswald was elected chief
executive officer and president of the Company, effective on the
first day of his employment by the Company (which is currently
anticipated to be January23, 2017). From 2012 to 2015, Mr.Oswald
was chief executive officer of Capital Safety Corporation, a
manufacturer of fall protection, confined space, and rescue
equipment, and a former Kohlberg, Kravis and Roberts portfolio
company prior to its acquisition by 3M Company in 2015. Prior to
that, Mr.Oswald spent approximately 15 years in various
leadership roles at United Technologies Corporation, including as
president of the Hamilton Sundstrand Industrial Division.
Mr.Oswald is 52 years of age.

On January3, 2017, the Company and Mr.Oswald entered into an
employment letter agreement in the form attached hereto as
Exhibit 99.1 (the Letter Agreement). Under the Letter Agreement,
Mr.Oswald will receive an annual base salary of $750,000, will be
eligible to participate in the Companys annual bonus plan, will
be granted a stock option for 28,000 shares, restricted stock
units for 21,000 shares, and performance stock units for 21,000
shares, will be eligible to participate in the Companys stock
incentive programs, and will receive usual Company-provided
benefits. In addition, Mr.Oswald will receive, as a sign-on
incentive, performance restricted stock units for 80,000 shares
which will vest (i)one-third when the future price of the
Companys common stock exceeds 150% of the starting price of the
Companys common stock, (ii)one-third when the future price of the
Companys common stock exceeds 200% of the starting price of the
Companys common stock, and (iii)one-third when the future price
of the Companys common stock exceeds 250% of the starting price
of the Companys common stock. The starting price means the
average of the closing price of the Companys common stock on the
New York Stock Exchange over the five trading days immediately
prior to Mr.Oswalds commencement of employment. The future price
means the average of the closing price of the Companys common
stock on the New York Stock Exchange over a consecutive
thirty-trading day period. Mr.Oswald will also be entitled to
reimbursement for relocation-related expenses up to a maximum of
$200,000. Following commencement of employment, Mr.Oswald will be
covered by a Key Executive Severance Agreement with the Company.

(d) On January5, 2017, to the terms of the Letter Agreement,
Stephen G. Oswald was elected a director of the Company,
effective on the first day of his employment by the Company
(which is currently anticipated to be January23, 2017). Mr.Oswald
is not expected to be named to any Committees of the Board of
Directors.

(a) On January5, 2017 the Company amended its Bylaws to increase
the number of directors to nine (9)from eight (8).

(d) Exhibits.

99.1 Employment Letter Agreement dated January3, 2017 between
Ducommun Incorporated and Stephen G. Oswald.

99.2 Amendment to Bylaws of Ducommun Incorporated dated January5,
2017.