0000020740-16-000156.txt : 20160414 0000020740-16-000156.hdr.sgml : 20160414 20160413173845 ACCESSION NUMBER: 0000020740-16-000156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160413 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160414 DATE AS OF CHANGE: 20160413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARCOR INC. CENTRAL INDEX KEY: 0000020740 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 360922490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11024 FILM NUMBER: 161570023 BUSINESS ADDRESS: STREET 1: 840 CRESCENT CENTRE DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: (615)771-3100 MAIL ADDRESS: STREET 1: 840 CRESCENT CENTRE DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: CLARCOR INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CLARK J L MANUFACTURING CO /DE/ DATE OF NAME CHANGE: 19871001 8-K 1 a8kitem502-neldaconnors.htm 8-K 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): April 13, 2016 (April 11, 2016)

_________________________________CLARCOR Inc.__________________________________
(Exact name of registrant as specified in its charter)


                                  
Delaware
1-11024
36-0922490
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)


840 Crescent Centre Drive, Suite 600, Franklin, TN 37067
(Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code _____615-771-3100________________________________



________________________________________________________________________________________________
(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 following provisions (see General Instruction A.2.below):

[ ] 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.

On April 11, 2016, the Board of Directors of CLARCOR Inc., a Delaware corporation (NYSE: CLC) (the “Company”) increased the size of the Company’s Board of Directors to eleven members and elected Nelda J. Connors, 50, as a director of the Company.   Ms. Connors will be included in the class of the Company’s directors who will stand for reelection by the Company’s shareholders at the Company’s Annual Meeting to be held in March 2017.  On April 13, 2016, the Company issued a press release regarding Ms. Connors’ appointment, a copy of which is attached hereto.

The Board of Directors has affirmatively determined that Ms. Connors qualifies as an independent director under the categorical standards of the corporate governance rules of New York Stock Exchange and as defined under applicable law. It is not yet known to which committee(s) of the Board of Directors Ms. Connors will be appointed. The Board’s Directors’ Affairs/Corporate Governance Committee has been empowered to make such appointment in due course.

There are no arrangements or understandings between Ms. Connors and any person pursuant to which Ms. Connors was selected as a director, and there are no actual or proposed transactions between Ms. Connors or any of her related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a)) in connection with her appointment as a director of the Company.

As of the date of her appointment Ms. Connors is entitled to receive compensation and participate in the plans of the Company applicable to all of the Company’s directors, as more particularly described on pages 9 and 10 of the Company’s proxy statement filed February 19, 2016, under the sub-heading “Meetings and Fees”. In accordance with such plans, on the date of her appointment Ms. Connors was awarded 1,885 shares of the Company’s common stock as equity-based compensation payable to all non-employee directors of the Company and another 1,200 shares of the Company’s common stock, which Ms. Connors elected to take in lieu of her cash annual retainer. Each of the foregoing awards was made in respect of, and prorated to, Ms. Connors’ service from the date of her appointment until the anticipated date of the Company’s next Annual Meeting.

Except as set forth above, there is no other material Company plan, contract or arrangement in which Ms. Connors will participate in connection with her appointment.


Item 9.01 Financial Statements & Exhibits

Exhibit 99.1 - Press Release dated April 13, 2016


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.    

CLARCOR INC.








By__/s/Richard M. Wolfson ______________________ ___
Richard M. Wolfson
Vice President - General Counsel and Corporate Secretary

Date: April 13, 2016




EX-99 2 pressrelease-neldaconnors.htm EXHIBIT 99 Exhibit
Exhibit 99.1



FOR FURTHER INFORMATION CONTACT:
Christopher L. Conway
Chairman of the Board, President and Chief Executive Officer
Franklin, Tennessee
615-771-3100

FOR IMMEDIATE RELEASE
Wednesday, April 13, 2016

CLARCOR APPOINTS NELDA J. CONNORS
TO ITS BOARD OF DIRECTORS

Franklin, TN, April 13, 2016 -- CLARCOR Inc. (NYSE: CLC) announced that Nelda J. Connors, 50, was appointed to its Board of Directors on April 11, 2016.

Ms. Connors is the founder, Chairwoman and Chief Executive Officer of Pine Grove Holdings, LLC, which invests in and operates growth-oriented manufacturing companies that offer original equipment, manufactured and remanufactured products, and aftermarket services. She served as President and Chief Executive Officer of Atkore International Inc. from December 2010 until June 2011, having served as President of this organization from 2008 through 2010 when it was the Electrical and Metal Products division of Tyco International. Prior to joining Tyco, Ms. Connors served as Vice President at Eaton Corporation from 2002 to 2008, where she held various positions in operations, continuous improvement, and general management. Before joining Eaton, Ms. Connors was employed in a number of executive and management capacities in the automotive industry, including at Chrysler, Ford and Toyota. Over her twenty-five year career, Ms. Connors has worked and managed operations in the U.S., Europe, and Asia.

Ms. Connors is a Class B director of the Federal Reserve Bank of Chicago, and a director of Boston Scientific, Inc., Vesuvius plc and Echo Global Logistics, Inc. Ms. Connors holds B.S. and M.S. degrees in mechanical engineering from the University of Dayton.

Christopher L. Conway, CLARCOR’s Chairman, President and Chief Executive Officer commented, “Nelda brings a wealth of operational and global expertise to our boardroom, having served in operational leadership roles around the world for some of the world’s most admired companies. This will serve us well as we continue our focus on lean initiatives, process improvement and system implementations throughout the company, both domestically and abroad. I am confident Nelda will bring fresh perspectives and energy to our Board and serve our shareholders well, and the fact that we were able to recruit a person of her experience



to join us is a testament both to CLARCOR and the foresight of our Board in carrying out its succession planning mission.”

CLARCOR is based in Franklin, Tennessee, and is a diversified marketer and manufacturer of mobile, industrial and environmental filtration products sold in domestic and international markets. Common shares of the Company are traded on the New York Stock Exchange under the symbol CLC.




2
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