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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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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective May 15, 2024, the Compensation Committee (the (“Compensation Committee”) of the Board of Directors of The Eastern Company (the “Company”) adopted new forms of executive officer equity award agreements (the “Award Agreements”) with respect to the granting of performance-based stock awards and non-qualified stock options under The Eastern Company 2020 Stock Incentive Plan. The Award Agreements will be used for all awards to executive officers made on or after May 15, 2024. The terms of the performance-based stock Award Agreement primarily differs from the previous stock award agreement filed with the Company’s Form 10-K on March 12, 2024 in that the new Award Agreement is based on the achievement of certain performance criteria, including EBITDA, return on invested capital, and a relative total shareholder return (“TSR”) multiplier, and eliminates the vesting of all or a portion of stock awards based solely on continued employment. The non-qualified stock option Award Agreement is a new agreement for a new form of award approved by the Compensation Committee and includes similar performance criteria.
The foregoing description of the Award Agreements is qualified in its entirety by reference to the Award Agreements, which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
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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: May 15, 2024 | By: | /s/Nicholas Vlahos |
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| Nicholas Vlahos Chief Financial Officer |
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