SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 29, 2016
TWIN DISC, INCORPORATED
(exact name of registrant as specified in its charter)
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WISCONSIN |
001-7635 |
39-0667110 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
1328 Racine Street Racine, Wisconsin 53403
(Address of principal executive offices)
Registrant's telephone number, including area code: (262)638-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 29, 2016, the Company’s Board of Directors increased the size of the Board of Directors from seven to eight, and appointed David W. Johnson as a member of the Board of Directors of the Company to fill the vacancy created by the expansion of the Board of Directors. Mr. Johnson’s appointment to the Board of Directors is effective immediately. Mr. Johnson is in the class of directors whose terms will expire in 2018; however, as required by the Company’s bylaws, the Board of Directors intends to nominate him for reelection to the Board of Directors at the 2016 Annual Meeting of Shareholders. Mr. Johnson was also appointed to serve on the following three committees of the Board of Directors: (1) the Audit Committee, (2) the Nomination and Governance Committee, and (3) the Finance and Risk Management Committee. A copy of the press release regarding Mr. Johnson’s appointment to the Company’s Board of Directors is attached hereto as Exhibit 99.1.
Mr. Johnson is eligible to participate in the Twin Disc, Incorporated 2010 Stock Incentive Plan for Non-Employee Directors and will be paid an annual retainer comprised of both cash and restricted shares of the Company’s common stock. Mr. Johnson will be paid a pro-rated portion (pro-rated as of July 29, 2016) of the annual director retainer of $125,000, which shall be comprised of 50% cash and 50% restricted shares. The cash portion of Mr. Johnson’s retainer will be paid quarterly, while the restricted stock portion of his retainer was awarded as of July 29, 2016. Mr. Johnson’s shares of restricted stock will vest as of the Company’s 2016 Annual Meeting of Shareholders, provided he continues to serve on the Company’s Board of Directors as of such date.
There is no arrangement or understanding between Mr. Johnson and any other person pursuant to which Mr. Johnson was appointed as a member of the Board of Directors of the Company. There are no transactions in which Mr. Johnson has an interest requiring disclosure under Item 404(a) of Regulation S-K.
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Item 9.01 |
Financial Statements and Exhibits |
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(d) |
Exhibits |
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EXHIBIT NUMBER |
DESCRIPTION |
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99.1 |
Press Release issued by the Company on August 2, 2016 regarding the appointment of David W. Johnson as a member of the Company’s Board of Directors. |
SIGNATURE
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: August 2, 2016 |
Twin Disc, Incorporated |
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/s/ DEBBIE A. LANGE | |
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Debbie A. Lange | |
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Corporate Controller |
Exhibit 99.1
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NEWS RELEASE |
Corporate Offices:
1328 Racine Street
Racine, WI 53403
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FOR IMMEDIATE RELEASE
Contact: Jeffrey S. Knutson (262) 638-4242 |
Twin Disc, Inc. Appoints David W. Johnson to Board of Directors
RACINE, WISCONSIN—August 2, 2016—Twin Disc, Inc. (NASDAQ: TWIN), today announced that its Board of Directors has appointed David W. Johnson, (52), to the Company’s Board of Directors effective July 29, 2016.
“David’s financial and business knowledge will be a tremendous asset to Twin Disc’s Board of Directors,” stated David B. Rayburn, Chairman of the Board. David brings a significant amount of experience working in the personal marine and watercraft industry and managing global financial activities. We look forward to David’s expert counsel and welcome him to the Board.”
Since 2005, Mr. Johnson has served as Vice President and Chief Financial Officer of Johnson Outdoors Inc. He joined Johnson Outdoors in December 2001 as Director of Treasury Services and Financial Analysis. Prior to joining Johnson Outdoors, he held a number of financial positions, first with The Northern Trust Company and later with The Procter & Gamble Company where he led the financial efforts and teams in new business development, brand and operational restructuring, and cost-saving and strategic analysis.
Mr. Johnson earned a Bachelor of Arts in Economics from DePauw University and a Masters in Business Administration from the University of Chicago.
With the appointment of Mr. Johnson, Twin Disc’s board now comprises eight directors, seven of whom are external and independent.
Twin Disc, Inc. designs, manufactures and sells marine and heavy-duty off-highway power transmission equipment. Products offered include: marine transmissions, surface drivers, propellers and boat management systems, as well as power-shift transmissions, hydraulic torque converters, power take-offs, industrial clutches and control systems. The Company sells its products to customers primarily in the pleasure craft, commercial and military marine markets, as well as in the energy and natural resources, government and industrial markets. The Company’s worldwide sales to both domestic and foreign customers are transacted through a direct sales force and a distributor network.
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