Transcat, Inc (NASDAQ:TRNS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On May 4, 2020, in light of the economic uncertainty stemming from the COVID-19 pandemic and to mitigate any financial impact to the Company related to the pandemic, the Board of Directors (the “Board”) of Transcat, Inc. (the “Company”) approved temporary reductions to the base salary of certain of the Company’s officers. Effective as of April 1, 2020 and until such time as the Board determines to reinstate such salaries in full or part, the President and Chief Executive Officer’s base salary is reduced by 20% and the other named executive officers’ base salaries are reduced by 10%. The Company’s President and Chief Executive Officer agreed that this temporary reduction in his base salary does not constitute a “Material Change” under his Agreement for Severance Upon Change in Control with the Company.
Further, to support the Company’s cost reduction initiatives in response to the COVID-19 pandemic, the Board agreed to defer cash retainer fees for director services payable in the first quarter of fiscal 2021 until the earlier of payment of the annual performance-based cash incentive compensation to officers of the Company or December 31, 2020. The Board also agreed to reduce the cash retainer fees for directors, including additional cash retainer fees for chairpersons of each committee and the executive committee of the Board, by 20% until such time as the Board determines to reinstate such amounts in full or part.
Item 7.01 Regulation FD Disclosure.
On May 8, 2020, the Company posted slides to the Investor Relations section of its website that will accompany the Company’s presentation for the Oppenheimer 5th Annual Emerging Growth Conference on May 12, 2020. The slides are attached to this Form 8-K as Exhibit 99.1.
The information furnished to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Slides for May 12, 2020 Oppenheimer 5th Annual Emerging Growth Conference |
TRANSCAT INC Exhibit
EX-99.1 2 transcat375875-ex991.htm SLIDES FOR MAY 12,…
To view the full exhibit click here
About Transcat, Inc (NASDAQ:TRNS)
Transcat, Inc. is a provider of calibration and laboratory instrument services and a distributor of professional grade test, measurement and control instrumentation. The Company conducts its business through two segments: service (Service) and distribution (Distribution). Through the Service segment, the Company offers calibration, repair, inspection, analytical qualifications, preventative maintenance and other related services, a majority of which are processed through its asset management system, CalTrak (CalTrak). Through its Distribution segment, the Company markets, sells and rents national brand instruments to customers around the globe. The Company is focused on providing its services and products to the life science industries, which include pharmaceutical, biotechnology, medical device manufacturing and other Food and Drug Administration (FDA)-regulated businesses.
