bkti_8k
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):
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July 19, 2021
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BK Technologies Corporation
(Exact name of registrant as specified in its charter)
Nevada
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001-32644
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83-4064262
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation or organization)
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File No.)
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Identification Number)
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7100 Technology Drive, West Melbourne, FL
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32904
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(Address of principal executive offices)
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(Zip Code)
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(321) 984-1414
(Registrant’s telephone number including area
code)
(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))
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $.60 per share
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BKTI
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NYSE American
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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 Arrangements of
Certain Officers.
Appointment of John M. Suzuki
The
Board of Directors (the “Board”) of BK Technologies
Corporation (the “Company”) has appointed John M.
Suzuki, 57, to serve as the Chief Executive Officer of the Company,
effective July 19, 2021. Mr. Suzuki was also appointed to fill a
newly created seat on the Board and will receive no additional
compensation for his service as a director. Mr. Suzuki’s
appointment is the result of a thorough executive search plan that
was developed by the Board.
Suzuki Employment Agreement and Experience
In
connection with Mr. Suzuki’s appointment, the Company and Mr.
Suzuki entered into an employment agreement (the “Employment
Agreement”) to be effective as of July 19, 2021. Pursuant to
the Employment Agreement, Mr. Suzuki will have the duties and
responsibilities as are commensurate with the position of Chief
Executive Officer, as reasonably and lawfully directed by the
Board. The Employment Agreement is an at-will
agreement.
Pursuant to the
Employment Agreement, Mr. Suzuki’s base salary will be
$350,000, and he is entitled to incentive bonus compensation and
equity compensation, as determined by the Compensation Committee of
the Board (the “Compensation Committee”). In connection
with his employment, Mr. Suzuki will be granted an option to
purchase up to 100,000 shares of the Company’s common stock.
The option to purchase common stock was approved by the
Compensation Committee, will be granted pursuant to a Stock Option
Grant Agreement between the Company and Mr. Suzuki and will be
governed by the Company’s 2017 Incentive Compensation Plan.
The Company has the right to terminate Mr. Suzuki’s
employment at any time for any reason, with or without cause.
Additionally, Mr. Suzuki has the right to resign at any time for
any reason. In the event the Company terminates Mr. Suzuki’s
employment without cause, (i) the Company agreed to pay Mr. Suzuki
an amount equal to 12 months of Mr. Suzuki’s base salary in
effect at the time of the termination over a 12-month period; (ii)
if Mr. Suzuki elects in a proper and timely manner, the Company
agreed to pay Mr. Suzuki’s COBRA premiums for a 12-month
period following termination; and (iii) all unvested stock options
held by Mr. Suzuki will become fully vested and exercisable,
subject to certain conditions set forth in the Employment
Agreement. If Mr. Suzuki is terminated for cause, he will not be
entitled to any severance.
The
preceding description of the Employment Agreement is a summary of
its material terms, does not purport to be complete, and is
qualified in its entirety by reference to the Employment Agreement,
a copy of which is being filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by
reference.
Since May 2019, Mr. Suzuki has served as Chief
Strategy Officer of Imperium Leadership, where he has overseen the
development and growth of the business. From May 2015 through May
2019, he served as President and CEO of EFJohnson Technologies, a
two-way radio manufacturer. From 2011 through 2015, Mr. Suzuki served in a
variety of leadership positions, including as Senior Vice President
of Sales for AVTEC Incorporated, and Vice President of Sales and
Marketing for 3eTechnologies International, a subsidiary of
UltraElectronics. From 2004 through 2011, Mr. Suzuki served as
Senior Vice President, Sales of EFJohnson Technologies. Mr. Suzuki
has a broad background in general management, strategy, product
development, sales, marketing, supply chain, operations and
engineering, and mergers and acquisitions. He is a strategic
thinker with extensive experience in developing and growing new
business opportunities. Mr. Suzuki holds a bachelor’s degree
in electrical engineering from the University of Ottawa and an MBA
from Duke University. Mr. Suzuki brings extensive experience in the
land mobile radio industry and executive leadership to the Board.
Based on his experience and background, the Board has concluded
that Mr. Suzuki is qualified to serve as a director of the
Company.
There
are no arrangements or understandings between Mr. Suzuki and any
other persons pursuant to which he was appointed as Chief Executive
Officer or director. There are also no family relationships between
Mr. Suzuki and any of our directors or executive officers, and he
has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K,
other than as set forth herein.
Item 7.01
Regulation FD Disclosure
On
July 20, 2021, the Company issued a press release announcing the
appointment of Mr. Suzuki. A copy of the press release is furnished
herewith as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
Exhibit No.
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Description of Exhibit
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Employment
Agreement
Press
Release
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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BK TECHNOLOGIES CORPORATION
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Date: July 20, 2021
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By:
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/s/ William P. Kelly
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William
P. Kelly
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Executive
Vice President and
Chief
Financial Officer
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