UNITED STATES
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): December 10, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||||
| (Address of principal executive offices and Zip Code) | (Zip Code) | ||||||||||||||||||||||||||||
(781 ) 270-1200
(Registrant’s telephone number, including area code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
(b) On December 10, 2020, Peter M. Wilver notified the Company of his intent to retire from the Company’s Board of Directors for personal reasons effective April 30, 2021. Mr. Wilver, who currently chairs the Audit Committee, will remain a member of the Audit Committee, but will transition the role of Chair effective January 1, 2021 to Samuel R. Chapin, most recently Executive Vice Chairman of Bank of America Merrill Lynch. Mr. Chapin joined the Board in January 2019. The Board intends to reduce its size from 9 members to 8 members effective upon Mr. Wilver’s retirement. Board Chair Helmuth Ludwig said of the impending departure, “The Board would like to thank Pete for his many years of dedicated Board service to CIRCOR and numerous contributions to the Company.”
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | ||||
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CIRCOR INTERNATIONAL, INC. | |||||
| December 14, 2020 | /s/ Jessica W. Wenzell | ||||
| Jessica W. Wenzell | |||||
| Senior Vice President, General Counsel & Corporate Secretary | |||||