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 15, 2021

(Date of earliest event reported)

The Eastern Company

(Exact name of Registrant as specified in its charter)

Connecticut	001-35383	06-0330020
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	EML	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2021, The Eastern Company (the “Company”) received notice that one of its directors, Michael McManus intends to retire on December 31, 2021.  Mr. McManus was Chairman of the Compensation Committee and a member of the Audit and Environmental, Health & Safety Committees.   John Everets was subsequently elected as Chairman of the Compensation Committee at the Board of Directors meeting on December 15, 2021 which will be effective on January 1, 2022.  Mr. McManus was not replaced on the Audit and Environmental, Health & Safety Committees.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Title
99.1	Press Release Dated December 20, 2021 Announcing Retirement of Michael McManus, Director
104	Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

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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 20, 2021	By:
		John L. Sullivan III
		Vice President and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

December 20, 2021

THE EASTERN COMPANY ANNOUNCES THE

RETIREMENT OF MICHAEL McMANUS, DIRECTOR

NAUGATUCK, CT - The Eastern Company ("Eastern" or the "Company") (NASDAQ:EML), an industrial manufacturer of unique engineered solutions serving commercial transportation, logistics, and other industrial markets, today announced that Michael McManus will retire from its Board of Directors, effective December 31, 2021.

James Mitarotonda, Chairman of the Board said, “On behalf of The Eastern Company and its board of directors, I thank Mike for his dedicated service to Eastern since 2015, including as Chairman of the Compensation Committee and a member of the Audit and Environmental, Health & Safety Committees. We have benefitted from his insights and leadership and are grateful for his many contributions.  His positive impact will last beyond his tenure on the board.”

Mr. Mitarotonda continued, “The Board of Directors elected John Everets as Chairman of the Compensation Committee at the Board of Directors meeting on December 15, 2021 which will be effective on January 1, 2022.  Mr. McManus was not replaced on the Audit and Environmental, Health & Safety Committees.”

The Nominating Committee of the Board of Directors has initiated a search for a new Director to be elected at the Company’s annual shareholder meeting in 2022.

About Eastern

The Eastern Company is a 163 year old company which manages industrial businesses that design, manufacture and sell unique engineered solutions to markets, focusing on industries that offer long-term macroeconomic growth opportunities. The Company operates in three business segments -- Industrial Hardware, Security Products and Metal Products -- from 20 locations in the U.S., Canada, Mexico, U.K., Taiwan and China.

Safe Harbor for Forward-Looking Statements

Statements in this document about our future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the Securities and Exchange Commission. Any statements that are not statements of historical fact, including statements containing the words "believes," "intends," "continues," "reflects," "plans," "anticipates," "expects," and similar expressions, should also be considered to be forward-looking statements. Readers should not place undue reliance on these forward-looking statements, which are based upon management's current beliefs and expectations. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Among the risks and uncertainties that could cause actual results or events to differ materially from those indicated by

such forward-looking statements include, but are not limited to changing customer preferences, lack of success of new products, loss of customers, cybersecurity breaches, changes in competition in our markets, and increased prices for raw materials resulting from tariffs on imported goods or otherwise. There are important, additional factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including those set forth in our reports and filings with the Securities and Exchange Commission. We undertake no obligation to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise.

Investor Relations Contacts:

The Eastern Company

August Vlak or John L. Sullivan III

203-729-2255

SOURCE: The Eastern Company

XML

Cover	Dec. 15, 2021
Cover [Abstract]
Entity Registrant Name	The Eastern Company
Entity Central Index Key	0000031107
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Dec. 15, 2021
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Incorporation State Country Code	CT
Entity File Number	001-35383
Entity Tax Identification Number	06-0330020
Entity Address Address Line 1	112 Bridge Street
Entity Address City Or Town	Naugatuck
Entity Address State Or Province	CT
Entity Address Postal Zip Code	06770
City Area Code	203
Local Phone Number	729-2255
Security 12b Title	Common Stock, No Par Value
Trading Symbol	EML
Security Exchange Name	NASDAQ