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: December 21, 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 5 – Corporate Governance and Management

ITEM 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of

  Certain Officers; Compensatory Arrangements of Certain Officers

The Eastern Company (the "Company") today announced that Leonard F. Leganza will retire from his positions as the Chairman of the Board, President and Chief Executive Officer of the Company, effective when the term of his employment agreement expires on December 31, 2015.  Mr. Leganza will remain as a member of the Board of Directors of the Company until the expiration of his term at the 2017 annual meeting of the shareholders.

The Company announced that James M. Mitarotonda, age 61, will serve as the Chairman of the Board of Directors effective January 1, 2016.  Mr. Mitarotonda has been a director of the Company since May 20, 2015.  Mr. Mitarotonda is the Chairman, President and Chief Executive Officer of Barington Capital Group, L.P., an investment firm.  He currently serves as a director of A.Schulman, Inc., OMNOVA Solutions, Inc., The Pep Boys – Manny, Moe & Jack and Barington/Hilco Acquisition Corp.  He is a former director of a number of publicly-traded companies, including The Jones Group, Inc., Griffon Corporation, Gerber Scientific, Inc., Register.com, Inc. and Ameron International Corporation.

Further, the Company also announced that August M. Vlak, age 49, will serve as President and Chief Executive Officer of the Company effective January 1, 2016.  Mr. Vlak has been a management consultant and, most recently, a Senior Advisor to Barington Capital Group, L.P.  He was previously a partner at Katzenbach Partners, a Senior Advisor at Booz & Company, a consultant at McKinsey & Company and an investment banker at Lehman Brothers.

Section 7 – Regulation FD

ITEM 7.01 – Regulation FD Disclosure

On December 21, 2015, the Company issued a press release concerning the retirement of Leonard F. Leganza from his positions as the Chairman of the Board, President and Chief Executive Officer of the Company, and the appointment of James M. Mitarotonda as Chairman of the Board of Directors and August M. Vlak to serve as the President and Chief Executive Officer of the Company effective January 1, 2016.  A copy of the press release dated December 21, 2015 is attached hereto.

The information included in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, and shall not be incorporated by reference into any registration statement under the Securities Act except to the extent, if any, specifically identified in such registration statement as being incorporated by reference therein.

Section 9 – Financial Statements and Exhibits

ITEM 9.01 – Financial Statements and Exhibits

(d)           Exhibits

Exhibit 99.1                                Press Release dated December 21, 2015.

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:  December 21, 2015	/s/Leonard F. Leganza
	Leonard F. Leganza Chairman, President and Chief Executive Officer

EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

December 21, 2015

THE EASTERN COMPANY ANNOUNCES RETIREMENT OF LEONARD F. LEGANZA

AS CHAIRMAN, PRESIDENT AND CEO

James A. Mitarotonda to Succeed Mr. Leganza as Chairman of the Board

August Vlak to Serve as President and Chief Executive Officer

NAUGATUCK, CT – The Eastern Company (NASDAQ:EML) (the “Company”) today announced that Leonard F. Leganza will retire from his positions as the Chairman of the Board, President and Chief Executive Officer of the Company, effective when the term of his employment agreement expires on December 31, 2015. Mr. Leganza will remain as a member of the Board of Directors until the expiration of his term as a director at the 2017 Annual Meeting of Shareholders.

Mr. Leganza, 85, has been the President and CEO of the Company since April of 1997 and Chairman of the Board since December 2006. He has also served as a Director of the Company for more than 35 years, from 1980 through the present. He is a Certified Public Accountant who practiced with the firm Ernst & Ernst (now Ernst & Young) for several years. He also served as a Director, Executive Vice President and Chief Financial Officer of Scovill, Inc., a NYSE company, for twenty years.

The Company also announced that its Board of Directors has appointed James A. Mitarotonda to serve as Chairman of the Board and August (Gus) Vlak to serve as President and Chief Executive Officer, effective January 1, 2016.

Mr. Mitarotonda, 61, is the Chairman, President and Chief Executive Officer of Barington Capital Group, L.P., an investment firm. He currently serves as a director of A. Schulman, Inc., OMNOVA Solutions Inc., The Pep Boys - Manny, Moe & Jack and Barington/Hilco Acquisition Corp.  He is a former director of a number of publicly traded companies, including The Jones Group Inc., Griffon Corporation, Gerber Scientific, Inc., Register.com, Inc. and Ameron International Corporation. Mr. Mitarotonda received an M.B.A. from New York University’s Graduate School of Business Administration (now known as the Stern School of Business) and a B.A. in Economics from Queens College, where he now serves as a member of the Board of Trustees.

Mr. Vlak, 49, has been a management consultant and, most recently, a Senior Advisor to Barington Capital Group, L.P. He was previously a Partner at Katzenbach Partners, a Senior Advisor at Booz & Company, a consultant at McKinsey & Company and an investment banker at Lehman Brothers, and has worked in Cleveland, New York, Hong Kong and London. Mr. Vlak’s consulting work focused on growth strategy and operational performance improvement at more than 50 companies − including leading domestic and global industrial enterprises − where he has worked directly with numerous senior management teams and boards of directors. He received an MBA from Stanford University and a B.A. in Economics from Amherst College.

Mr. Mitarotonda stated, “On behalf of the entire Board, we would like to thank Len for his many years of dedicated service to Eastern. Among other things, Len has helped bring stability and a disciplined culture of cost control to the Company. We are extremely grateful for all his contributions and also look forward to working with Eastern’s talented team of professionals to build upon what he has established.”

“It has been a privilege to lead Eastern and work with its dedicated employees,” stated Mr. Leganza.  “However, after more than 35 years with the Company, including 18 years as its CEO, it is time for a new generation of leadership. I am thoroughly impressed by the skills, insights and ideas that Gus Vlak will bring to Eastern, and am confident that the Company will thrive under his leadership. I also know that the Eastern Board will also be in good hands with Jim Mitarotonda as Chairman. He is an experienced public company director who is dedicated to building long-term value for the benefit of the shareholders of Eastern. I look forward to continuing a relationship with Gus and Jim as a director of the Company.”

About the Company

The Eastern Company is a 157-year-old manufacturer of industrial hardware, security products and metal castings.  It operates from 13 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 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 U.S. 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