8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________________________________________________ 

FORM 8-K

_____________________________________________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 23, 2017

_____________________________________________________________  

MAXWELL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	1-15477	95-2390133
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3888 Calle Fortunada

San Diego, California 92123

(Addresses of principal executive offices, including zip code)

(858) 503-3300

(Registrant’s telephone number, including area code)

 _____________________________________________________________

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. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o

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. o

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

On May 23, 2017, Mr. David Schlotterbeck, who has served as a Class II director of the Board of Directors (the “Board”) of Maxwell Technologies, Inc. (the “Company”) since May 2013 and Chairman of the Board since June 2016, notified the Board that due to personal reasons he has decided to transition off the Board and resign effective as of immediately following the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). Mr. Steven Bilodeau, who joined the Board last year, has been appointed as Chairperson effective as of immediately following the 2017 Annual Meeting. Ms. Yon Yoon Jorden, who has served as a Class III director since May 2008, also notified the Board that she has decided to transition off the Board and to not stand for re-election when her term expires at the 2017 Annual Meeting and Mr. Roger Howsmon, who has served as a Class I director since May 2008, notified the Board that he also decided to transition off and resign from the Board effective immediately after the 2017 Annual Meeting. Ms. Jorden has served as the Chairperson of the Compensation Committee since 2015. Mr. Howsmon has served as Chairperson of the Governance and Nominating Committee since 2015. The decisions of Messrs. Howsmon and Schlotterbeck to resign from the Board and the decision of Ms. Jorden to not stand for reelection at the 2017 Annual Meeting is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following the 2017 Annual Meeting, the size of the Board will be reduced to seven.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Maxwell Technologies, Inc. on May 25, 2017

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.

MAXWELL TECHNOLOGIES, INC.
By:	/s/ David Lyle
	David Lyle
	Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Date: May 25, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Maxwell Technologies, Inc. on May 25, 2017

EX-99.1

Exhibit 99.1

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	FOR IMMEDIATE RELEASE
	Investor Contact:
	Soohwan Kim, CFA
	(858) 503-3368
	ir@maxwell.com

Maxwell Chairman of the Board Transition

SAN DIEGO – May 25, 2017 – Maxwell Technologies, Inc. (NASDAQ: MXWL) (“Maxwell”), a leading developer and manufacturer of capacitive energy storage and power delivery solutions, announced today that David Schlotterbeck, Chairman of the Board of Directors, has decided to resign for personal reasons and that Mr. Steven Bilodeau, who joined the Board last year, has been appointed as his successor. In order to effect a smooth transition, Mr. Schlotterbeck plans to remain serving Maxwell as the Chairman of the Board until Maxwell’s 2017 annual meeting of stockholders which is scheduled for July 13, 2017.

"We thank David for all his contributions to Maxwell over the last four years," said Dr. Franz Fink, Maxwell's President and Chief Executive Officer. "David has provided great leadership during a period of important change and growth for the company.”

"I am extremely proud of what Maxwell has accomplished over my tenure on the Board and believe I am leaving the Board with all of the Company’s key strategic imperatives on track," said Mr. Schlotterbeck. "I remain excited about Maxwell's future and I am confident that the team will continue to execute Maxwell’s strategy, which I believe will serve shareholders well.”

“I am honored to chair the Board of Directors of Maxwell,” said Mr. Steven Bilodeau. “I look forward to leading this strong Board of talented directors and partnering with Franz and his team to continue to deliver value for all of our stakeholders. I would like to thank David for his terrific leadership and extraordinary efforts and wish him well with his future endeavors,” added Bilodeau.

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About Maxwell

Maxwell is a global leader in the development and manufacture of innovative, cost-effective energy storage and power delivery solutions. Our ultracapacitor products provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation, renewable energy and information technology. Our CONDIS® high-voltage grading and coupling capacitors help to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy. For more information, visit www.maxwell.com.

Forward-Looking Statements

Statements in this news release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and contingencies include, but are not limited to, the following:

• Dependence upon the sale of products to a small number of customers and vertical markets, some of which are heavily dependent on government funding or government subsidy programs which could be reduced, modified or discontinued in the future;

• Uncertainties related to the global geopolitical landscape and the recent elections in the United States;

• Risks related to acquisitions and potential for unsuccessful integration of acquired businesses;

• Risk that our restructuring efforts may not be successful and that we may not be able to realize the anticipated cost savings and other benefits;

• Our ability to obtain sufficient capital to meet our operating or other needs;

• Downward pressures on product pricing from increased competition and shifts in sales mix with respect to low margin and high margin business;

• Our ability to manage and minimize the impact of unfavorable legal proceedings;

• Risk that activist stockholders attempt to effect changes to our company which could adversely affect our corporate governance;

• Risks related to our international operations including, but not limited to, our ability to adequately comply with the changing rules and regulations in countries where our business is conducted, our ability to oversee and control our foreign subsidiaries and their operations, our ability to effectively manage foreign currency exchange rate fluctuations arising from our international operations, and our ability to continue to comply with the U.S. Foreign Corrupt Practices Act as well as the anti-bribery laws of foreign jurisdictions;

• Dependence upon the sale of products into Asia and Europe, where macroeconomic factors outside our control may adversely affect our sales;

• Our ability to remain competitive and stimulate customer demand through successful introduction of new products, and to educate our prospective customers on the products we offer;

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• Successful acquisition, development and retention of key personnel;

• Our ability to effectively manage our reliance upon certain suppliers of key component parts, specialty equipment and logistical services;

• Our ability to manage product quality problems;

• Our ability to protect our intellectual property rights and to defend claims against us;

• Our ability to effectively identify, enter into, manage and benefit from strategic alliances;

• Occurrence of a catastrophic event at any of our facilities;

• Occurrence of a technology systems failure, network disruption, or breach in data security; and

• Our ability to match production volume to actual customer demand.

For further information regarding risks and uncertainties associated with Maxwell's business, please refer to the “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of these documents may be obtained by contacting Maxwell's investor relations department at (858) 503-3368, or at our investor relations website: investors.maxwell.com.

Investor Contact: Soohwan Kim, CFA, The Blueshirt Group, +1 (858) 503-3368, ir@maxwell.com

Media Contact: Sylvie Tse, Metis Communications, +1 (617) 236-0500, maxwell@metiscomm.com