UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 May 3, 2023, Ducommun Incorporated, a Delaware corporation (the “Company”), reported that Christopher D. Wampler, Vice President, Chief Financial Officer, Controller and Treasurer, ceased to serve in that role but would continue his employment with the Company in a non-executive capacity. The re-assignment was not related to any issues involving the Company’s financial reporting.
On May 31, 2023, in connection with Mr. Wampler’s re-assignment, the Company and Mr. Wampler entered into a transition services and separation agreement attached hereto as Exhibit 10.1 (the “Transition Agreement”). Under the Transition Agreement, between May 4, 2023 and approximately March 1, 2024 (the “Separation Date”), Mr. Wampler will continue to remain employed by the Company as an advisor to the Chief Financial Officer and will continue to receive a base salary of approximately $34,500 per month. Mr. Wampler will also remain eligible to receive all medical, life, insurance and disability insurance benefits available to the Company’s employees, subject to him executing and not revoking the Transition Agreement and otherwise complying with the terms of the Transition Agreement. On or after the Separation Date, as required by the terms of that certain Key Executive Severance Agreement entered into by and between the Company and Mr. Wampler dated as of January 23, 2017, the Company will pay Mr. Wampler his full base salary on a bi-weekly basis for a period of twelve (12) months and provide Mr. Wampler with medical, life, disability and other similar insurance benefits as are provided to other executives of the Company for a period of time until Mr. Wampler obtains other employment on a full-time basis, but not to exceed one (1) year from the Separation Date. The payments and benefits payable to Mr. Wampler following the Separation Date will be subject to Mr. Wampler’s execution and non-revocation of the supplemental release attached to the Transition Agreement on the Separation Date.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.01 | Transition Services and Separation Agreement, entered into as of May 31, 2023, between Ducommun Incorporated and Christopher D. Wampler. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| DUCOMMUN INCORPORATED (Registrant) | ||||||
| Date: June 2, 2023 | By: | /s/ Rajiv A. Tata | ||||
| Rajiv A. Tata | ||||||
| V.P., General Counsel & Corporate Secretary | ||||||