0000031107-16-000048.txt : 20160113 0000031107-16-000048.hdr.sgml : 20160113 20160113092904 ACCESSION NUMBER: 0000031107-16-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160113 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160113 DATE AS OF CHANGE: 20160113 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: 161340015 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 fm8k_bdclass-majorityvot.htm fm8k_bdclass-majorityvot.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: January 13, 2016
(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 7 – Regulation FD

 
ITEM 7.01 – Regulation FD Disclosure

 
On January 13, 2016, the Company issued a press release stating that the Board of Directors of the Company has approved amendments to the Certificate of Incorporation and the By-laws of the Company which will eliminate the classification of the Board of Directors and will provide for the election of directors by a majority of the votes cast at a meeting of the shareholders.  The amendment to the Company’s Certificate of Incorporation will be presented for shareholder approval at the 2016 Annual Meeting of Shareholders.  The declassification of the Board of Directors and the election of directors by a majority of the votes cast will become effective only upon the approval of the shareholders.

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 January 13, 2016.



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:  January 13, 2016     
/s/John L. Sullivan III
 
John L. Sullivan III
Vice President and Chief Financial Officer



EX-99 2 ex99_bdclass-majorityvot.htm ex99_bdclass-majorityvot.htm
Exhibit 99



FOR IMMEDIATE RELEASE

January 13, 2016


THE EASTERN COMPANY ANNOUNCES BOARD OF DIRECTOR APPROVAL OF DECLASSIFICATION OF BOARD OF DIRECTORS AND ELECTION OF BOARD BY MAJORITY VOTE;
SHAREHOLDER APPROVAL TO BE REQUESTED AT 2016 ANNUAL MEETING

Naugatuck, CT–The Eastern Company (NASDAQ:EML) (the “Company”) announced that its Board of Directors has unanimously voted to declassify the Board of Directors and to elect Directors by a majority vote.

James A. Mitarotonda, Chairman, stated, “The Board of Directors has carefully reviewed the Company’s governance policies and has determined it to be in the best interest of the Company’s shareholders to declassify its Board.  The Board of Directors is currently divided into three classes, with the term of office of one class expiring each year. The classification of the Board will be eliminated in a phased-in manner, so that each director who is elected at the annual meeting of shareholders to be held in 2017 or thereafter will be elected for a term of office of one year”.

Mr. Mitarotonda continued, “The Board of Directors has also approved the election of directors by a majority of the votes cast at a meeting of the shareholders.  Currently, directors are elected by a plurality of the votes cast at a meeting.”

Mr. Mitarotonda concluded, “The Board of Directors has approved amendments to the Certificate of Incorporation and the By-laws of the Company which eliminate the classification of the Board of Directors and provide for the election of directors by a majority of the votes cast.  The amendment to the Company’s Certificate of Incorporation will be presented for shareholder approval at the 2016 Annual Meeting of Shareholders.  The declassification of the Board of Directors and the election of directors by a majority of the votes cast will become effective only upon the approval of the shareholders.”

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.

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
August M. Vlak or John L. Sullivan III, 203-729-2255