UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered or to be registered pursuant to Section 12(b) of the Act:
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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:
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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 November 14, 2023, The Eastern Company (the “Company”) and Mark Hernandez, the Company’s Chief Executive Officer (the “Executive”), entered into an Amended and Restated Employment Agreement (the “Amended Agreement”), dated as of November 14, 2023, which amends and restates the Employment Agreement, dated January 9, 2023, between the Company and the Executive (the “Existing Agreement”).
The Amended Agreement updates the Existing Agreement to add to the payments to be received upon termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason (as each such term is defined in the Amended Agreement). Specifically, the Amended Agreement provides that upon such a termination of employment the Executive will receive: (i) payment of an estimate of the Executive’s annual target bonus, based upon achievement of pro-rated targets, and (ii) the vesting of all equity and equity-based awards under the Company’s stock incentive plans.
The terms of the Amended Agreement are otherwise unchanged from those in the Existing Agreement.
The foregoing description of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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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 |
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Date: November 15, 2023 | /s/Nicholas Vlahos |
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| Nicholas Vlahos Chief Financial Officer |
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