Wesco Aircraft Holdings,Inc. (NYSE:WAIR) 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 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April26, 2017, the Board of Directors (the Board) of Wesco
Aircraft Holdings,Inc. (the Company) appointed Todd Renehan to
serve as the Companys Chief Executive Officer, effective
immediately. Also on April26, 2017, the Board appointed Alex
Murray to serve as President and Chief Operating Officer of the
Company, effective immediately. Mr.Renehan replaces David
Castagnola, who retired as President, Chief Executive Officer and
as a director of the Company, effective April26, 2017. The Board
also acted on April26, 2017 to appoint Mr.Renehan as a ClassI
director of the Company, with his initial term expiring at the
Companys 2018 annual meeting of stockholders, to fill the vacancy
created by the retirement of Mr.Castagnola.
Mr.Renehan, age 54, joined the Company as Executive Vice
President and Chief Commercial Officer following the Companys
acquisition of Haas Group International, where Mr.Renehan served
as President from 2013 until the acquisition in 2014. From 2010
to 2013, Mr.Renehan was Executive Vice President and Chief
Commercial Officer of Haas Group International. In 2010,
Mr.Renehan served as Chief Commercial Officer for Damco, a
division of Maersk, and from 1985 to 2009, he worked in various
capacities for global transportation services provider Ryder
System,Inc., ultimately serving as Executive Vice President of
Sales, Marketing and Rental.
Mr.Murray, age 47, joined the Company in 2000 and has served as
Executive Vice President and Chief Operations Officer
(previously, Vice President of Global Operations) since 2010. He
previously served as the Companys EU Managing Director from 2005
to 2010, Director of Contract Business from 2003 to 2005 and
Logistic Manager from 2000 to 2003. Prior to joining the Company,
Mr.Murray was employed by BAE Systems, a global defense, security
and aerospace company, in various roles within the logistics,
procurement and supply chain organizations.
In connection with his retirement as President and Chief
Executive Officer, Mr.Castagnola entered into a separation
agreement (the Separation Agreement) with the Company and its
wholly owned subsidiary, Wesco Aircraft Hardware Corp.
(Hardware), to which he will receive the severance payments and
benefits set forth in the Executive Severance Agreement between
Mr.Castagnola and Hardware dated April6, 2015 as well as
accelerated vesting of certain equity awards.
The foregoing description of the Separation Agreement does not
purport to be a complete description and is qualified in its
entirety by reference to the full text of the Separation
Agreement, which is filed as Exhibit10.1 hereto and incorporated
herein by reference.
Item 7.01 Regulation FD
Disclosure.
On April28, 2017, the Company announced its preliminary financial
information for the fiscal quarter ended March31, 2017. The full
text of the press release issued by the Company in connection
with the announcement is furnished as Exhibit99.1 to this Current
Report on Form8-K.
The information in Item 7.01 of this Current Report on Form8-K
(including Exhibit99.1) is being furnished and shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934 (the Exchange Act) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or
the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements (including
within the meaning of the Private Securities Litigation Reform
Act of 1995) concerning the Company and other matters. These
statements may discuss goals, intentions and expectations as to
future plans, trends, events, results of operations or financial
condition, or otherwise, based on current beliefs of management,
as well as assumptions made by, and information currently
available to, such management. Forward-looking statements may be
accompanied by words such as aim, anticipate, believe, plan,
could, would, should, estimate, expect, forecast, future,
guidance, intend, may, will, possible, potential, predict,
project or similar words, phrases or expressions. These
forward-looking statements are subject to various risks and
uncertainties, many of which are outside the Companys control.
Therefore, you should not place undue reliance on such
statements.
Factors that could cause actual results to differ materially
from these forward-looking statements include, but are not
limited to, the following: general economic and industry
conditions; conditions in the credit markets; changes in
military spending; risks unique to suppliers of equipment and
services to the U.S. government; risks associated with the
Companys long-term, fixed-price agreements that have no
guarantee of future sales volumes; risks associated with the
loss of significant customers, a material reduction in purchase
orders by significant customers, or the delay, scaling back or
elimination of significant programs on which the Company
relies; the Companys ability to effectively compete in its
industry; the Companys ability to effectively manage its
inventory; the Companys suppliers ability to provide it with
the products the Company sells in a timely manner, in adequate
quantities and/or at a reasonable cost; the Companys ability to
maintain effective information technology systems; the Companys
ability to retain key personnel; risks associated with the
Companys international operations, including exposure to
foreign currency movements; risks associated with assumptions
the Company makes in connection with its critical accounting
estimates (including goodwill) and legal proceedings; the
Companys dependence on third-party package delivery companies;
fuel price risks; fluctuations in the Companys financial
results from period-to-period; environmental risks; risks
related to the handling, transportation and storage of chemical
products; risks related to the aerospace industry and the
regulation thereof; risks related to the Companys indebtedness;
and other risks and uncertainties.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks
and uncertainties that affect the Companys business, including
those described in the Companys Annual Report on Form10-K,
Quarterly Reports on Form10-Q, Current Reports on Form8-K and
other documents filed from time to time with the Securities and
Exchange Commission. All forward-looking statements included in
this communication (including information included or
incorporated by reference herein) are based upon information
available to the Company as of the date hereof, and the Company
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new
information, future events or otherwise.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
|
Exhibit Number |
|
Description |
|
10.1 |
Separation Agreement with David Castagnola dated April27, |
|
|
99.1 |
Press Release, issued by the Company on April28, 2017 |
About Wesco Aircraft Holdings, Inc. (NYSE:WAIR)
Wesco Aircraft Holdings, Inc. is a distributor and provider of supply chain management services to the global aerospace industry. The Company operates through two segments: North America and Rest of World. As of September 30, 2016, the Company supplied over 565,000 active stock-keeping units (SKUs), including C-class hardware, chemicals, electronic components, bearings, tools and machined parts. The Company’s products include Hardware, Chemicals, Electronic Components, Bearings and Other Products. Its Services include Quality Assurance, Kitting and JIT Supply Chain Management. It caters to commercial, military and general aviation sectors, including the original equipment manufacturers (OEMs) and their subcontractors, through which it supports various Western aircraft programs, and also sells products to airline-affiliated and independent maintenance, repair and overhaul (MRO) providers. It also services industrial customers. Wesco Aircraft Holdings, Inc. (NYSE:WAIR) Recent Trading Information
Wesco Aircraft Holdings, Inc. (NYSE:WAIR) closed its last trading session down -0.30 at 12.15 with 456,072 shares trading hands.