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: January 14, 2022

(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 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))

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 January 14, 2022, The Eastern Company (the “Company”) executed a Termination Agreement (the “Agreement”) with James P. Woidke, the Company’s Chief Operating Officer dated as of January 14, 2022.  The purpose of this agreement is to provide termination benefits to Mr. Woidke should he become terminated by the Company.   

A copy of the Termination Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Title
10.1	Termination Agreement, dated as of January 14, 2022, between the Company and James P. Woidke.
104	Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

2

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 18, 2022	By:	/s/John L. Sullivan III
		John L. Sullivan III Vice President and Chief Financial Officer

3

EX-10.1

EXHIBIT 10.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT is made and entered into as of January 14, 2022 by and between THE EASTERN COMPANY, (the “Employer”) a Connecticut corporation with principal offices at 112 Bridge Street, Naugatuck, CT  06770, and JAMES P. WOIDKE (the “Executive”.)

1.            Termination Benefits. The Executive is an “at will” employee of the Employer.  The Employer may terminate the Executive by giving two (2) weeks prior written notice to Executive.  If Executive’s employment is terminated without Good Reason or in the event of Constructive Termination, the Executive is entitled to:

(a)    Any accrued compensation, to be paid to Executive in full in accordance with the Employer’s normal payroll practices.

(b)   An amount equal to one time the sum of: (i) Executive’s annual base salary; and (ii) an estimate of the Executive’s annual bonus for the year of Executive’s termination date, based on percent achievement against pro-rata targets, to be paid within 30 days of the Executive’s last day of employment. (For example, if at the time of termination, the Executive has achieved 105% of Plan performance as of the termination date, the Executive will be eligible for 105% times the full annual target bonus.)

(c)    Vesting of all equity and equity-based awards granted under the Employer’s stock incentive plans, to be computed on the Executive’s last day of employment and distributed within 90 days of the Executive’s last day of employment.

2.            Requirements.  In order to be eligible to receive benefits under Section (1), Executive must deliver to Employer an executed release and waiver, a non-competition agreement with a term of twenty-four (24) months, and a resignation from all offices, directorships and fiduciary positions with Employer, its Affiliates and employee benefit plans, within 14 days following the last day of Executive’s employment.

3.            Definitions

(a)    Good Reason means repeated failures by Executive to comply in a material respect with the written policies or directives of the CEO or the Board of Directors; the Executive’s physical incapacity to perform his duties for any cumulative period of 90 days, unless due to a disability; Executive’s conviction, guilty plea or confession to any felony, or any act of fraud, misappropriation or embezzlement; or Executive’s fraudulent act.

(b)   Constructive Termination means a material adverse change in Executive’s position, responsibilities or compensation, provided that the change does not occur in connection with the termination of Executive’s employment for Good Reason.

[The signature page follows.]

1

[Signature Page to Termination Agreement]

IN WITNESS WHEREOF, this Agreement has been executed by.

THE EASTERN COMPANY
By:	/s/August M. Vlak
	August M. Vlak President & Chief Executive Officer Date:  January 14, 2022

EXECUTIVE
By:	/s/James P. Woidke
	James P. Woidke Chief Operating Officer Date: January 14, 2022

2

XML

Cover	Jan. 14, 2022
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	Jan. 14, 2022
Entity Incorporation State Country Code	CT
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
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