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 

Date of Report (Date of earliest event reported): January 30, 2015 (January 28, 2015) 

NV5 Holdings, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35849		45-3458017
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
200 South Park Road, Suite 350 Hollywood, Florida		33021
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 495-2112

N/A

(Former name or former address, if changed since last report.)

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 follow 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 28, 2015, the Board of Directors (the “Board”) of NV5 Holdings, Inc. (the “Company” or “NV5”) approved an increase in the number of directors of the Company from 5 to 7 persons. Also on January 28, 2015, the Board appointed Alexander A. Hockman, PE, and François Tardan to serve as members of the Board of Directors of the Company. Each new director was appointed with a term expiring at the 2015 annual meeting of shareholders of the Company.

Prior to his current role as President and Chief Operating Officer ("COO"), in which he oversees operations of all five of NV5's core verticals, Mr. Hockman served as Executive Vice President and COO of Construction Quality Assurance, the company's most profitable service line. Before joining NV5 in 2011, Mr. Hockman was COO of the Construction Materials Testing Division of Bureau Veritas, one of the largest international testing, inspection and certification services companies. Mr. Hockman was President of Intercounty Laboratories from 1985 until 2003, when Bureau Veritas acquired the company.

There is no arrangement or understanding between Mr. Hockman and any other person pursuant to which Mr. Hockman was appointed to the Board, and there are no transactions in which Mr. Hockman has an interest requiring disclosure under Item 404(a) of Regulation S-K. No director or executive officer of the Company has any family relationship with Mr. Hockman. Mr. Hockman will not serve on any committees of the Board.

Mr. Tardan served as Executive Vice President and Chief Financial Officer of Bureau Veritas, a global leader in testing, inspection and certification (Euronext Paris: BVI) from 1998 to 2011.Before 1998 Mr. Tardan was President and CEO of Fondasol, a notable European geotechnical firm with offices in France, Brussels, Luxembourg and Morocco.

Mr. Tardan’s compensation for service as a non-employee director will be in accordance with the Company’s Director Compensation Policy as more fully described in the Company’s Annual Proxy Statement filed with the Securities and Exchange Commission on April 25, 2014. Prior to his appointment, the Board determined that Mr. Tarden is “independent” for purposes of the listing standards of the NASDAQ Capital Market and under the Company’s Corporate Governance Guidelines. The Board has not yet determined the committee(s) of the Board on which Mr. Tardan will serve.

There are no arrangements or understandings between Mr Tardan and any other person pursuant to which Mr. Tardan was appointed to the Board, nor is Mr. Tardan a participant in any related party transaction required to be reported under Item 404(a) of Regulation S-K.

Item 7.01 Other Events.

On January 28, 2015, the Company issued a press release announcing the appointment of Mr. Hockman to the Board of Directors of the Company as discussed under Item 5.02. On January 29, 2015, the Company issued a press release announcing the appointment of Mr. Tardan to the Board of Directors of the Company as discussed under Item 5.02. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)         Exhibits.

99.1 Press Release dated January 28, 2015.

99.2 Press Release dated January 29, 2015.

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.

Date: January 30, 2015	NV5 HOLDINGS, INC.
	By:	/s/ Michael P. Rama
		Name:	Michael P. Rama
		Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release dated January 28, 2015.
	99.2	Press Release dated January 29, 2015.

EX-99

Exhibit 99.1

NV5 Appoints Alexander Hockman to Board of Directors

Hollywood, FL – January 28, 2015 – NV5 Holdings, Inc. (the “Company”) (Nasdaq: NVEE), a provider of professional and technical engineering and consulting solutions, is pleased to announce the appointment of Alexander Hockman, P.E. to its Board of Directors. Prior to his current role as President and COO, in which he oversees operations of all five of NV5's core verticals, Mr. Hockman was Executive Vice President and COO of Construction Quality Assurance, the company's most profitable service line.

"Over a long period of time, Alex has had a consistent record of success in managing and growing the operations under his direction," said Dickerson Wright, Chairman and CEO of NV5. "We are confident that this history of success will continue in his expanded role."

"I am very pleased to join NV5's esteemed Board and I am looking forward to contributing to the overall strategy and direction of the company," said Alexander Hockman, President and COO of NV5.

Before joining NV5 in 2011, Alexander Hockman was COO of the Construction Materials Testing Division of Bureau Veritas, one of the largest international testing, inspection and certification services companies. Mr. Hockman was President of Intercounty Laboratories from 1985 until 2003, when Bureau Veritas acquired the company. His history of growing revenue and optimizing operational excellence in the companies he manages includes thirty years of expertise as an elite practitioner of geotechnical, environmental and construction materials testing, water intrusion studies, and building code consulting. Mr. Hockman has served as the Principal-in-charge of many high profile projects including NV5's South Florida Water Management District contract, the testing and inspection contract for the expansion of the Fort Lauderdale-Hollywood International Airport, LNG Refinery Projects in West Africa, Building Code Consulting contracts for several County School Boards, and Off-Shore Drilling projects, among others. He also has extensive experience addressing construction defect claims relating to structures and building systems. Mr. Hockman earned a Bachelor's of Science Degree in Civil Engineering from Florida International University and is a licensed professional engineer in Florida.

About NV5NV5 Holdings, Inc. (NASDAQ: NVEE) is a provider of professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets. NV5 primarily focuses on five business verticals: construction quality assurance, infrastructure, energy, program management and environmental solutions. The Company operates 28 offices in California, Colorado, Utah, Florida, Pennsylvania, New Jersey and Ohio and is headquartered in Hollywood, Florida. For additional information, please visit the Company's website at www.NV5.com. Also visit the Company on Twitter, LinkedIn, Facebook, and Vimeo.

Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but are not limited to: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the "Risk Factors" set forth in the Company's most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements.

Contacts:                    

NV5 Holdings, Inc.                    

Richard Tong                         

Tel: +1-954-495-2114

Email: ir@nv5.com

- OR -

The Piacente Group | Investor Relations

Don Markley or Glenn Garmont

Tel: +1-212-481-2050

Email: nv5@tpg-ir.com

EX-99

Exhibit 99.2

NV5 Appoints François Tardan to Board of Directors

Hollywood, FL – January 29, 2015 – NV5 Holdings, Inc. (the “Company”) (Nasdaq: NVEE), a provider of professional and technical engineering and consulting solutions, is pleased to announce the appointment of François Tardan to its Board of Directors. From 1998 to 2011, François Tardan served as Executive Vice President and Chief Financial Officer of Bureau Veritas (BV), a global leader in testing, inspection and certification (Euronext Paris: BVI). BV was founded in 1828 and today has more than 64,000 employees and 1,330 offices and laboratories in 140 countries.

During Mr. Tardan’s tenure at BV, revenues grew from €650 million to €3.4 billion and EBITDA margins increased from 8% to 16.5%. Under his leadership the company also completed more than 100 acquisitions in Asia, North America, Latin America, and Europe and completed a successful IPO in 2007 with a placement exceeding €1 billion. BV shares increased in price from €37.7 to €56 during the time Mr. Tardan was with the company despite the impact of the 2008 financial crisis. Before 1998 Mr. Tardan was President and CEO of Fondasol, a notable European geotechnical firm with offices in France, Brussels, Luxembourg and Morocco. François Tardan graduated from Ecole Nationale d’Administration (ENA) in Paris and received his MBA from Ecole des Hautes Etudes Commerciales (HEC).

“I am very excited to have an opportunity to work with the NV5 management team. I believe my experience will allow me to add value to the Board in several key areas,” said François Tardan.

“I know first-hand that François will bring a wealth of knowledge and experience to the NV5 Board,” said Dickerson Wright, Chairman and CEO of NV5. “François lead Bureau Veritas in the acquisition and integration of our public company, U.S. Laboratories (Nasdaq: USLB). I was the Chairman and CEO of U.S. Laboratories and became the CEO of Bureau Veritas North America and reported to François. Under his guidance we made 13 successful acquisitions from 2003 to 2008 and grew the North American platform from $80 million in revenue to approximately $300 million,” he added.

About NV5

NV5 Holdings, Inc. (NASDAQ: NVEE) is a provider of professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets. NV5 primarily focuses on five business verticals: construction quality assurance, infrastructure, energy, program management and environmental solutions. The Company operates 28 offices in California, Colorado, Utah, Florida, Pennsylvania, New Jersey and Ohio and is headquartered in Hollywood, Florida. For additional information, please visit the Company's website at www.NV5.com. Also visit the Company on Twitter, LinkedIn, Facebook, and Vimeo.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but are not limited to: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the "Risk Factors" set forth in the Company's most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements.

Contacts:                    

NV5 Holdings, Inc.

Richard Tong

Tel: +1-954-495-2114

Lauren Wright
Tel: +1-408-392-7233

Email: ir@nv5.com