RBC BEARINGS INCORPORATED (NASDAQ:ROLL) Files An 8-K Results of Operations and Financial ConditionItem 9.01. Results of Operations and Financial Condition.
On November 3, 2017, RBC Bearings Incorporated (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2017 and certain other information. This press release has been furnished as Exhibit99.1 to this report and is incorporated herein by this reference.
The information in this report, including the exhibit hereto, is furnished to Item 9.01 of Form8-K, and is not deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
For further details, please refer to the press release filed as Exhibit 99.1 to this Current Report, which is incorporated herein by reference.
Item 9.01 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On November 3, 2017, the Company issued a press release announcing the retirement of Thomas C. Crainer as Vice President and General Manager and that Patrick S. Bannon has been promoted to Vice President and General Manager. This press release has been furnished as Exhibit99.2 to this report and is incorporated herein by this reference.
Mr. Crainer has been Vice President and General Manager since 2008 and will remain an employee of the Company for the next several months to facilitate a smooth transition.
Mr. Bannon joined the Company 26 years ago and during that time has been involved in the operations of nine manufacturing facilities from the West to East Coast. He is currently responsible for five manufacturing plants on the East Coast. Mr. Bannon holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute and is currently 52 years old.
As a new officer of the Company, Mr. Bannon will be an at-will employee and entitled to participate in the same general benefits and incentive opportunities as other officers. This includes a base salary and incentive opportunities under the Company’s Annual Incentive Compensation Plan, Long-Term Equity Incentive Program and Supplemental Executive Retirement Plan. Additionally on November 3, 2017 the Company entered into a Change in Control Letter Agreement with Mr. Bannon. The Change in Control Letter Agreement entitles Mr. Bannon to severance benefits if his employment with the Company is terminated under certain circumstances within 24 months after a change in control of the Company. The amount of severance will generally be equal to 150% of his annual base salary plus 150% of his target incentive compensation in effect at termination. In addition, he will be entitled to a pro-rata annual bonus for the year in which his termination of employment occurs and to continue participating in the Company’s welfare benefit programs for up to 18 months following his termination of employment. The Change in Control Letter Agreement also commits the executives to remain employed with the Company in the event of a tender or exchange offer and includes a non-compete covenant for 12 months following the executive’s termination of employment due to a change in control.
The form of the Change in Control Letter Agreement entered into with Mr. Bannon is attached as Exhibit 10.1 hereto. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the form of Change in Control Letter Agreement which is incorporated by reference herein.
For further details, please refer to the press release filed as Exhibit 99.2 to this Current Report, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
RBC Bearings INC ExhibitEX-10.1 2 s107982_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 One Tribology Center Oxford,…To view the full exhibit click here
About RBC BEARINGS INCORPORATED (NASDAQ:ROLL)
RBC Bearings Incorporated is an international manufacturer and marketer of engineered precision bearings and products, which are integral to the manufacture and operation of machines, aircraft and mechanical systems. The Company operates through four segments: Plain Bearings; Roller Bearings; Ball Bearings, and Engineered Products. The Company has over 40 facilities of which over 30 are manufacturing facilities in approximately five countries. The Company classifies its customers into two categories: industrial and aerospace. The Company manufactures bearings and engineered products for a range of diversified industrial markets, including construction and mining, oil and natural resource extraction, heavy truck, marine, rail and train, packaging, semiconductor machinery and the general industrial markets. The Company supplies bearings and engineered products for use in commercial, private and military aircraft and aircraft engines, guided weaponry, and vision and optical systems.
