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: June 27, 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 June 30, 2016, the Company issued a press release stating that the Board of Directors of the Company has adopted an incentive compensation clawback policy as part of the Board’s ongoing efforts to strengthen the Company’s corporate governance and risk management. A copy of the Press Release dated June 29, 2016 announcing the clawback policy is attached hereto.

Section 8 – Other Events

ITEM 8.01 – Other Events

On June 27, 2016, the Company’s Board of Directors adopted an incentive compensation clawback policy. The policy is designed to provide for the recovery of excess incentive compensation paid to an executive officer of the Company where the Company is required to restate its financial statements or the executive officer has engaged in fraud or misconduct.

Section 9 – Financial Statements and Exhibits

ITEM 9.01 - (d) Exhibits

Exhibit 99.1 – Press Release dated June 30, 2016.

Exhibit 99.2 – Clawback Policy

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:  June 30, 2016	/s/John L. Sullivan III
	John L. Sullivan III Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 30, 2016

THE EASTERN COMPANY ANNOUNCES ADOPTION OF INCENTIVE COMPENSATION

CLAWBACK POLICY

Naugatuck, CT–The Eastern Company (NASDAQ:EML) (the “Company”) announced today that its Board of Directors has adopted an incentive compensation clawback policy as part of the Board’s ongoing efforts to strengthen the Company’s corporate governance and risk management.  The policy is designed to ensure that incentive compensation is paid based on accurate financial and operating data and the correct calculation of the Company’s performance against incentive targets.  The policy requires the Company’s Compensation Committee to seek the recovery of incentive compensation in the event of fraud or misconduct or a restatement of the financial oroperating results of the Company that results in the payment of inflated incentive compensation.

“The Eastern Board has adopted an incentive compensation clawback policy as part of its ongoing commitment to sound corporate governance and risk management policies,” stated James A. Mitarotonda, Chairman of the Board of Directors and Chairman of the Board’s Nominating and Corporate Governance Committee.  “This policy builds upon prior actions recently taken by the Board – such as the elimination of the classification of the Board of Directors, the adoption of a majority voting standard for the election of Directors, and the termination of the Company’s “poison pill” rights plan – to improve Eastern’s corporate governance and align management and shareholder interests.”

The full text of the Company’s incentive compensation clawback policy is available in the Corporate Governance section of the Company's website at http://www.easterncompany.com.

About the Company

The Eastern Company is a 158-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

EX-99.2

Exhibit 99.2

THE EASTERN COMPANY

INCENTIVE COMPENSATION CLAWBACK POLICY

Overview

The Eastern Company (the “Company”) has adopted this incentive compensation clawback policy (the “Policy”) to ensure that incentive compensation (as defined below) is paid based on accurate financial and operating data and the correct calculation of the Company’s performance against incentive targets.

If: (a) there is a restatement of the financial and/or operating results of the Company or one of its segments (other than a restatement caused by a change in applicable accounting rules or interpretations), or a determination that a Covered Employee (as defined below) of the Company engaged in fraud or misconduct; and (b) such restatement or fraud or misconduct resulted in or contributed to any incentive compensation being granted, earned or vested to or by a Covered Employee that the Covered Employee would not otherwise have been granted, earned or vested if the correct financial and/or operating data had been used or in the absence of such fraud or misconduct (an “Overpayment”), then the Company shall seek to recover the Overpayment in accordance with the terms of this Policy.

Administration of Policy

The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) shall have full authority to administer this Policy.  Actions of the Committee pursuant to this Policy shall be taken by the vote of a majority of its members. The Committee is authorized, subject to the provisions of this Policy, to make such determinations and interpretations and to take such actions in connection with this Policy as it deems necessary, appropriate or advisable.  Notwithstanding the foregoing, the Committee may, in its sole discretion, at any time and from time to time, request that the Board administer this Policy with respect to a particular matter or ratify and confirm a determination or interpretation made by the Committee, in which case the Board shall have all of the authority and responsibility granted to the Committee herein with respect thereto.  All determinations and interpretations made by the Committee shall be final, binding and conclusive.

Covered Employees

This Policy shall apply to all current and former officers of the Company, as determined pursuant to Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (collectively, the “Covered Employees”).

Incentive Compensation

For purposes of this Policy, “incentive compensation” shall mean any performance bonus or incentive award (including, without limitation, annual incentive bonuses (in cash or otherwise) and stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or other security-based or equity-based awards) that are granted, earned or vested under any Company plan, arrangement or agreement based wholly or in part upon the attainment of a financial reporting measure.

Recovery of Overpayment

The Committee shall seek to recover and enforce the repayment of an Overpayment to a Covered Employee through a written demand for repayment from, and (if necessary) an action for recovery against, the Covered Employee (a “Recovery”).

Notwithstanding the foregoing, the Company shall not be obligated to pursue a Recovery if the Committee determines that it would be impracticable to do so.  Recovery would be impracticable only if the direct expense paid to a third party to assist in the Recovery would exceed the amount to be recovered, or if the Recovery would constitute a violation of law.

Time Period for Determination of Overpayment

If the Company is required to restate its previously-issued financial statements to correct a material error, the Committee shall seek the Recovery of an Overpayment that a Covered Employee received during the three completed fiscal years of the Company immediately preceding the date that the Company is required to make such restatement.  If the Committee determines that any Covered Employee engaged in fraud or misconduct, the Committee shall seek a Recovery of all Overpayments that the Covered Employee received due to the act of fraud or misconduct.

Determination Final

Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties.

Applicability

This Policy applies to all incentive compensation granted, earned or vested after January 1, 2016 (the “Effective Date”), except to the extent prohibited by applicable law or any other legal obligation of the Company. Application of the Policy does not preclude the Company from taking any other action to enforce a Covered Employee’s obligations to the Company, including, without limitation, termination of employment or institution of civil or criminal proceedings.

Acknowledgement by Covered Employees

The Board, the Committee, or their delegate shall provide notice and seek written acknowledgement of this Policy from each Covered Employee, provided that the failure to provide such notice or obtain such acknowledgement shall have no impact on the applicability or enforceability of this Policy.

Other Laws

This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or right of offset against any Covered Employee that may be available under applicable law or otherwise (regardless of whether implemented at any time prior to or following the adoption of the Policy).

Notwithstanding anything to the contrary in this Policy, in no event shall the Committee seek any Recovery described in this Policy if, by doing so, the Company would be in violation of any applicable state wage or other law.

Amendment; Termination

The Board may amend or terminate this Policy at any time.