8-K

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

August 13, 2024

Date of Report (date of earliest event reported)

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-2299		34-0117420
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
One Applied Plaza	Cleveland	Ohio	44115
(Address of Principal Executive Offices)			(Zip Code)

(216) 426-4000

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	AIT	New York Stock Exchange

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.

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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 August 13, 2024, Richard J. Simoncic, age 61, was elected to the Board of Directors of Applied Industrial Technologies, Inc. (“Applied”), with a term expiring in October 2025. He has not been appointed yet to a committee of the Board of Directors.

Mr. Simoncic has served as Chief Operating Officer of Microchip Technology Inc. (NASDAQ: MCHP) since April 1, 2024. Microchip is a leading provider of smart, connected and secure embedded control solutions. He served as Microchip’s Executive Vice President Analog Power and Interface Business Unit from April 2023 to April 2024; as Senior Vice President, Analog Power and Interface Business Units from February 2019 to April 2023; and as Vice President, Analog Power and Interface Business Units from September 1999 to February 2019. Mr. Simoncic holds a B.S. degree in Electrical Engineering Technology from DeVry Institute of Technology.

As a non-employee director, Mr. Simoncic will receive compensation in the same manner as Applied’s other non-employee directors, which compensation Applied previously disclosed in its Proxy Statement for Applied’s 2023 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on September 8, 2023. In addition, Mr. Simoncic will enter into an Indemnification Agreement with Applied, the form of which is filed as Exhibit 10.4 to Applied’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

Also on August 13, 2024, in accordance with Applied’s retirement policy for directors, which requires a director to retire effective at the annual meeting of shareholders that immediately follows the person’s attainment of age 72, Dan Komnenovich submitted his notice of retirement from the Board of Directors of Applied, effective at Applied’s annual meeting of shareholders on October 22, 2024.

A copy of the press release, dated August 13, 2024, is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits.    

Exhibit No.	Description
99.1	Press release of Applied Industrial Technologies, Inc. dated August 13, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

    

SIGNATURE

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, thereunto duly authorized.

	APPLIED INDUSTRIAL TECHNOLOGIES, INC.
	(Registrant)
Date: August 13, 2024	By: /s/ Jon S. Ploetz
	Jon S Ploetz, Vice President-General Counsel & Secretary

EX-99.1

EXHIBIT 99.1

News Release

For Immediate Release

Applied Industrial Technologies Elects New Board Member

CLEVELAND, OHIO (August 13, 2024) – Applied Industrial Technologies (NYSE: AIT), a leading value-added distributor and technical solutions provider of industrial motion, fluid power, flow control, automation technologies, and related maintenance supplies, today announced that Richard J. Simoncic has been elected to its Board of Directors.

“We are very pleased to welcome Rich to the Applied Board,” said Peter C. Wallace, the Company’s Chairman. “His experience in global operations, distribution, supply chain management, and manufacturing adds significant knowledge and experience to the Board.”

Neil A. Schrimsher, President & Chief Executive Officer, added, “We look forward to leveraging Rich’s perspectives and expertise as we continue to enhance the Company’s growth profile and increase stakeholder value.As a leader for a technology manufacturer – including serving many similar markets as Applied – Rich will provide valuable insight as we continue to expand our Engineered Solutions segment, gain exposure to new vertical markets, and leverage our technical capabilities.”

Simoncic, 61, has served in executive leadership roles at Microchip Technology Inc. since 1999, including as Chief Operating Officer, as well as Executive Vice President, Senior Vice President, and Vice President of its Analog Power and Interface Business. NASDAQ-listed Microchip Technology Inc. is a leading provider of smart, connected, and secure embedded control solutions. Simoncic holds a Bachelor of Science degree in electrical engineering technology from DeVry Institute of Technology.

The appointment of Simoncic comes ahead of the departure of Dan P. Komnenovich in October 2024, pursuant to the Company’s guidelines that provide for retirement after a Director reaches the age of 72. “We thank Dan for his invaluable contributions over the past 12 years,” said Schrimsher. Following this appointment and retirement, the Applied Board will remain at nine Directors, eight of whom are independent, including the Chairman.

About Applied®

Applied Industrial Technologies is a leading value-added distributor and technical solutions provider of industrial motion, fluid power, flow control, automation technologies, and related maintenance supplies. Our leading brands, specialized services, and comprehensive knowledge serve MRO and OEM end users in virtually all industrial markets through our multi-channel capabilities that provide choice, convenience, and expertise. For more information, visit www.applied.com.

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CONTACT INFORMATION

Ryan D. Cieslak

Director – Investor Relations & Treasury

216-426-4887 / rcieslak@applied.com

XML

Cover Page Document	Aug. 13, 2024
Cover [Abstract]
Entity Central Index Key	0000109563
Document Type	8-K
Document Period End Date	Aug. 13, 2024
Entity Registrant Name	APPLIED INDUSTRIAL TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	OH
Entity File Number	1-2299
Entity Tax Identification Number	34-0117420
Entity Address, Address Line One	One Applied Plaza
Entity Address, City or Town	Cleveland
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44115
City Area Code	216
Local Phone Number	426-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	AIT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false