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): June 24, 2022 

BK Technologies Corporation

(Exact name of registrant as specified in its charter)

Nevada	001-32644	83-4064262
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification Number)

7100 Technology Drive, West Melbourne, FL	32904
(Address of principal executive offices)	(Zip Code)

(321) 984-1414

(Registrant’s telephone number including area code)

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 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	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $.60 per share	BKTI	NYSE American

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 1.01 Entry into a Material Definitive Agreement

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

On June 24, 2022, BK Technologies Corporation, a Nevada corporation, through BK Technologies, Inc. (collectively, the “Company”), entered into amendments to employment agreements (each an “Amendment,” and collectively, the “Amendments”) with John M. Suzuki, Timothy A. Vitou, and Henry R. (Randy) Willis (collectively, the “Officers”), as described in more detail below. The effective date of the Amendments, per the agreement of the Company and each of the Officers, was June 23, 2022.

Pursuant to the Amendments for Mr. Vitou and Mr. Willis, the Company and Mr. Vitou and Mr. Willis agreed to add two additional sections to the existing employment agreements. The first additional section provides that upon the occurrence of a Change in Control, as defined under the Company’s 2017 Incentive Compensation Plan (“2017 Plan”), such Officer will be entitled to receive a lump sum payment equal to fifty percent (50%) of his most recent annual salary, payable within thirty (30) days following the effective date of such Change in Control.

The second additional section provides that notwithstanding the terms of the Company equity plan or plans under which such Officer’s equity awards are granted or any applicable award agreements, upon the occurrence of a Change in Control, all of such Officer’s outstanding unvested time-based equity awards will become fully vested and any restrictions thereon will lapse and, in the case of stock options and stock appreciation rights, will remain exercisable for the remainder of their full term, and all of such Officer’s outstanding unvested equity awards with performance-based vesting will be deemed achieved at target levels with respect to performance goals or other vesting criteria.

The Amendment for Mr. Suzuki adds one additional section which provides that notwithstanding the terms of the Company equity plan or plans under which Mr. Suzuki’s equity awards are granted or any applicable award agreements, upon the occurrence of a Change in Control, all of Mr. Suzuki’s outstanding unvested time-based equity awards will become fully vested and any restrictions thereon will lapse and, in the case of stock options and stock appreciation rights, will remain exercisable for the remainder of their full term, and all of Mr. Suzuki’s outstanding unvested equity awards with performance-based vesting will be deemed achieved at target levels with respect to performance goals or other vesting criteria.

All other terms and provisions of each Officer’s employment agreement remain in full force and effect.

The foregoing descriptions of the Amendments are qualified in their entirety by reference to the complete text of the Amendments, copies of which are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.	Description
10.1	First Amendment to Employment Agreement (John M. Suzuki)
10.2	First Amendment to Employment Agreement (Timothy A. Vitou)
10.3	First Amendment to Employment Agreement (Henry R. (Randy) Willis)

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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.

	BK TECHNOLOGIES CORPORATION
Date: June 29, 2022	By:	/s/ John M. Suzuki
		John M. Suzuki
		Chief Executive Officer

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EX-10.1

 EXHIBIT 10.1

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of June 23, 2022, by and between BK Technologies, Inc., a Nevada corporation (the “Company”), and John M. Suzuki (the “Executive”).

RECITALS

A.	The Company and the Executive are parties to that certain Employment Agreement dated effective July 19, 2021 (the “Employment Agreement”). Unless otherwise indicated, all capitalized terms herein shall have the meanings assigned to them in the Employment Agreement.
B.	The Company and the Executive each desire to amend the Employment Agreement pursuant to the terms and conditions of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, and for other good and valuable consideration, the Company and the Executive hereby agree as follows:

1.	A new Section 4.5 is hereby added to the Employment Agreement to read as follows:
	“4.5 Acceleration of Vesting. Notwithstanding the terms of the Company equity plan or plans under which the Executive’s equity awards are granted or any applicable award agreements, upon the occurrence of a Change in Control (as defined under the 2017 Plan), all of the Executive’s outstanding unvested time-based equity awards shall become fully vested and any restrictions thereon shall lapse and, in the case of stock options and stock appreciation rights, shall remain exercisable for the remainder of their full term, and all of the Executive’s outstanding unvested equity awards with performance-based vesting shall be deemed achieved at target levels with respect to performance goals or other vesting criteria.”
2.	All other provisions of the Employment Agreement shall remain in full force and effect.

[Signature page follows]

1

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

BK TECHNOLOGIES, INC.		THE EXECUTIVE
By:	/s/ E. Gray Payne	/s/ John M. Suzuki
Name:	E. Gray Payne	Name: John M. Suzuki
Title:	Board of Directors - Chairman	Date: June 24, 2022
Date:	June 24, 2022

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EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of June 23, 2022, by and between BK Technologies, Inc., a Nevada corporation (the “Company”), and Timothy A. Vitou (the “Executive”).

RECITALS

A.	The Company and the Executive are parties to that certain Employment Agreement dated effective March 5, 2019 (the “Employment Agreement”). Unless otherwise indicated, all capitalized terms herein shall have the meanings assigned to them in the Employment Agreement.
B.	The Company and the Executive each desire to amend the Employment Agreement pursuant to the terms and conditions of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, and for other good and valuable consideration, the Company and the Executive hereby agree as follows:

1.

Section 4.4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

“4.4 Change in Control Bonus. Upon the occurrence of a Change in Control, as defined under the Company’s 2017 Incentive Compensation Plan (“2017 Plan”), the Executive shall be entitled to receive a lump sum payment equal to fifty percent (50%) of the Executive’s most recent annual salary, payable within thirty (30) days following the effective date of such Change in Control. Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company (including for purposes of this Section 4.4 all persons with whom the Company would be considered a single employer under Internal Revenue Code Section 409A), a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A.”

2.	A new Section 4.5 is hereby added to the Employment Agreement as follows:
	“4.5 Acceleration of Vesting. Notwithstanding the terms of the Company equity plan or plans under which the Executive’s equity awards are granted or any applicable award agreements, upon the occurrence of a Change in Control (as defined under the 2017 Plan), all of the Executive’s outstanding unvested time-based equity awards shall become fully vested and any restrictions thereon shall lapse and, in the case of stock options and stock appreciation rights, shall remain exercisable for the remainder of their full term, and all of the Executive’s outstanding unvested equity awards with performance-based vesting shall be deemed achieved at target levels with respect to performance goals or other vesting criteria.”
3.	All other provisions of the Employment Agreement shall remain in full force and effect.

[Signature page follows]

1

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

BK TECHNOLOGIES, INC.		THE EXECUTIVE
By:	/s/ John Suzuki	/s/ Timothy A. Vitou
Name:	John Suzuki	Name: Timothy A. Vitou
Title:	Chief Executive Officer	Date: June 24, 2022
Date:	June 24, 2022

2

EX-10.3

  EXHIBIT 10.3

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of June 23, 2022, by and between BK Technologies, Inc., a Nevada corporation (the “Company”), and Henry R. (Randy) Willis (the “Executive”).

RECITALS

A.	The Company and the Executive are parties to that certain Employment Agreement dated effective March 5, 2019 (the “Employment Agreement”). Unless otherwise indicated, all capitalized terms herein shall have the meanings assigned to them in the Employment Agreement.
B.	The Company and the Executive each desire to amend the Employment Agreement pursuant to the terms and conditions of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, and for other good and valuable consideration, the Company and the Executive hereby agree as follows:

1.	A new Section 4.4 is hereby added to the Employment Agreement to read as follows:
	“4.4 Change in Control Bonus. Upon the occurrence of a Change in Control, as defined under the Company’s 2017 Incentive Compensation Plan (“2017 Plan”), the Executive shall be entitled to receive a lump sum payment equal to fifty percent (50%) of the Executive’s most recent annual salary, payable within thirty (30) days following the effective date of such Change in Control. Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company (including for purposes of this Section 4.4 all persons with whom the Company would be considered a single employer under Internal Revenue Code Section 409A), a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A.”
2.	A new Section 4.5 is hereby added to the Employment Agreement to read as follows:
	“4.5 Acceleration of Vesting. Notwithstanding the terms of the Company equity plan or plans under which the Executive’s equity awards are granted or any applicable award agreements, upon the occurrence of a Change in Control (as defined under the 2017 Plan), all of the Executive’s outstanding unvested time-based equity awards shall become fully vested and any restrictions thereon shall lapse and, in the case of stock options and stock appreciation rights, shall remain exercisable for the remainder of their full term, and all of the Executive’s outstanding unvested equity awards with performance-based vesting shall be deemed achieved at target levels with respect to performance goals or other vesting criteria.”
3.	All other provisions of the Employment Agreement shall remain in full force and effect.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

BK TECHNOLOGIES, INC.		THE EXECUTIVE
By:	/s/ John Suzuki	/s/ Henry R. Willis
Name:	John Suzuki	Name: Henry R. Willis
Title:	Chief Executive Officer	Date: June 24, 2022
Date:	June 24, 2022

2

XML

Cover	Jun. 24, 2022
Cover [Abstract]
Entity Registrant Name	BK Technologies Corporation
Entity Central Index Key	0000002186
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jun. 24, 2022
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	83-4064262
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	001-32644
Entity Address Address Line 1	7100 Technology Drive
Entity Address City Or Town	West Melbourne
Entity Address State Or Province	FL
Entity Address Postal Zip Code	32904
City Area Code	321
Local Phone Number	984-1414
Security 12b Title	Common Stock, par value $.60 per share
Trading Symbol	BKTI
Security Exchange Name	NYSE