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0000031107-15-000026.txt : 20150529 0000031107-15-000026.hdr.sgml : 20150529 20150529115452 ACCESSION NUMBER: 0000031107-15-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150529 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150529 DATE AS OF CHANGE: 20150529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN CO CENTRAL INDEX KEY: 0000031107 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060330020 STATE OF INCORPORATION: CT FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35383 FILM NUMBER: 15898051 BUSINESS ADDRESS: STREET 1: 112 BRIDGE ST STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 BUSINESS PHONE: 2037292255 MAIL ADDRESS: STREET 1: 112 BRIDGE STREET STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 8-K 1 fm8knodirector.htm fm8knodirector.htm

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: May 29, 2015

(Date of earliest event reported)

The Eastern Company

(Exact name of Registrant as specified in its charter)

Connecticut	0-599	06-0330020
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		identification No.)

112 Bridge Street, Naugatuck, Connecticut	06770
(Address of principal executive offices)	(Zip Code)

(203) 729-2255

(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)

[ ] 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))

Section 8 – Other Events

ITEM 8.01 – Other Events

On May 29, 2015, The Eastern Company announced in a press release that it will not appoint a sixth director to its Board of Directors without shareholder approval, as was intended before its Annual Meeting. A copy of the Press Release is attached hereto.

Section 9 – Financial Statements and Exhibits

ITEM 9.01 - (d) Exhibits

(99)	Press Release dated May 29, 2015 announcing the Company’s intention to not appoint a sixth director to its Board of Directors without shareholder approval, as was intended before its Annual Meeting.

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.

The Eastern Company

Date: May 29, 2015	/s/Leonard F. Leganza
	Leonard F. Leganza Chairman, President and Chief Executive Officer

EX-99 2 ex99nodirector.htm ex99nodirector.htm

Exhibit 99

For Immediate Release

The Eastern Company Announces Its Intention

Not to Expand its Board or Appoint a New Director

NAUGATUCK, Conn. – May 29, 2015 – The Eastern Company (NASDAQ:EML) today announced that it will not expand its Board of Directors to six members and will retain a five member board. It will not appoint any new directors without shareholder approval.

Mr. Leganza Chairman, President and Chief Executive Officer commented, “Earlier this year, the Company had announced its intention to expand the size of the Board from five to six directors immediately after the 2015 Annual Meeting and to appoint James H. Ozanne to fill that new director position. However, after discussions with several of our shareholders and their objection to the appointment of any director without shareholder approval the Company has rescinded that intended appointment.”

Further, Mr. Leganza stated “The Company has heard and listened to the criticisms voiced by our shareholders regarding our corporate governance practices and will be committed to updating all areas of governance to the best practices.”

Finally, Mr. Leganza commented, “The Company and the Board are pleased to be working with its newly elected Directors James A. Mitarotonda and Michael A. McManus, Jr. towards improving our corporate governance practices and pursuing our strategic objectives.”

About the Company

The Eastern Company is a 157-year-old manufacturer of industrial hardware, security products and metal castings. It operates from 12 locations in the U.S., Canada, Mexico, Taiwan and China. The diversity of the Company’s products helps it to respond to the changing requirements of a broad array of markets. More information on the Company can be found at www.easterncompany.com

Safe Harbor for Forward-Looking Statements

Statements in this document regarding the 2015 Annual Meeting of Shareholders and any other statements about the Company’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including those set forth in the Company’s reports and filings with the Securities and Exchange Commission. The Company is not obligated to update or revise any forward-looking statements as a result of developments occurring after the date of this document.

The Eastern Company

Leonard F. Leganza or John L. Sullivan III, 203-729-2255