SCHMITT INDUSTRIES, INC. (NASDAQ:SMIT) 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.
(b)
On January5, 2018, David M. Hudson, the President and Chief Executive Officer of Schmitt Industries, Inc. (the “Registrant”), tendered his resignation, effectively immediately, as an officer of the Registrant, including any positions held with any of the Registrant’s subsidiaries. Mr.Hudson will retain his position as a director of the Registrant.
A copy of the press release announcing Mr.Hudson’s resignation is furnished as Exhibit 99.1 to this report.
(c)
On January5, 2018 the Registrant appointed David W. Case as its President and Chief Executive Officer, effective immediately.
Mr.Case, aged 54, has served as the Vice President of Operations of the Registrant since 1996 and is also currently the General Manager of the Registrant’s largest product line, Schmitt Dynamic Balancing Systems. Prior to 1996, Mr.Case held the position of Production Manager. He has been responsible for many of the design features of the SBS Dynamic Balance System and has overseen various departments within the Registrant including manufacturing, engineering and quality assurance. Mr.Case holds a B.S. degree in Economics from the University of Oregon.
A copy of the press release announcing Mr.Case’s appointment is furnished as Exhibit 99.1 to this report.
(d)
On January 5, 2018, the Board of Directors of the Registrant expanded its number of authorized directors from four to five and elected David W. Case as a director of the Registrant, both effective as of January 5, 2018. It is expected that Mr. Case will stand for reelection at the 2018 Annual Meeting of Shareholders.
Mr. Case, aged 54, has served as the Vice President of Operations of the Registrant since 1996 and is also currently the General Manager of the Registrant’s largest product line, Schmitt Dynamic Balancing Systems. Prior to 1996, Mr.Case held the position of Production Manager. He has been responsible for many of the design features of the SBS Dynamic Balance System and has overseen various departments within the Registrant, including manufacturing, engineering and quality assurance. Mr. Case holds a B.S. degree in Economics from the University of Oregon.
As an employee of the Registrant, Mr. Case will not qualify as independent under the definition promulgated by NASDAQ and therefore will not be a member of the Board’s Audit, Compensation or Nominating Committee. The Registrant believes that Mr. Case possesses specific attributes that qualify him to serve as a director of the Registrant, including the perspective and experience he will bring as President and Chief Executive Officer of the Registrant, and his prior experience with the Registrant.
There are no related person transactions (or proposed related person transactions) with respect to Mr. Case reportable under Item 5.02(d) of Form 8-K and Item 404(a) of Regulation S-K since the beginning of the Registrant’s last fiscal year. Mr. Case will receive the compensation described under “Executive Compensation” of the Registrant’s Proxy Statement for the 2017 Annual Meeting of Shareholders filed with the Securities and Exchange Commission.
A copy of the press release announcing Mr. Case’s appointment is furnished as Exhibit 99.1 to this report.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits
SCHMITT INDUSTRIES INC ExhibitEX-99.1 2 d522273dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 IMMEDIATE NEWS RELEASE Schmitt Industries,…To view the full exhibit click here
About SCHMITT INDUSTRIES, INC. (NASDAQ:SMIT)
Schmitt Industries, Inc. designs, manufactures and sells test and measurement products for two main business segments: the Balancer segment and the Measurement segment. The Company operates through two segments: the design and assembly of dynamic balancing systems and components for the machine tool industry (Balancer), and the design and assembly of laser-based test and measurement systems (Measurement). For the Balancer segment, it designs, manufactures and sells computer-controlled vibration detection, balancing and process control systems for the machine tool industry. Under the Measurement segment, the Company through its subsidiary, Schmitt Measurement Systems, Inc., designs, manufactures and sells laser and white light sensors, laser-based micro roughness measurement products, laser-based surface analysis and measurement products, and ultrasonic measurement products. The Company provides sales and service for Europe and Asia through its subsidiary, Schmitt Europe Limited.