UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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.
As previously announced on August 31, 2023, Donald W. Duda, the President and Chief Executive Officer of Methode Electronics, Inc. (the “Company”) notified the Company of his intention to retire upon the appointment of his successor.
On December 19, 2023, the Company announced the appointment of Avi Avula as the Company’s new President and Chief Executive Officer, starting January 29, 2024. As previously announced, Mr. Duda will remain an employee of the Company for the three month period following the commencement of Mr. Avula’s employment, in order to assist in the transition, after which he will retire but continue to serve as a strategic consultant for a period of nine months.
In connection with his appointment, Mr. Avula will also be appointed to the Board of Directors of the Company, effective as of the commencement of his employment, replacing Mr. Duda who will offer his resignation as of such date.
Prior to joining the Company, Mr. Avula, age 50, served as Vice President of Strategy for the Electronics and Industrial (E&I) business at DuPont de Nemours, Inc., a position he held since August 2023. In that role, Mr. Avula has been responsible for strategy, growth, new business development and global commercial excellence for E&I, which reported approximately $6 billion in 2022 revenue. Mr. Avula previously served as Global Vice President and General Manager for the Interconnect Solutions (ICS) line of business within E&I, where he was deeply involved in key strategic initiatives including the integration of DuPont Circuit and Packaging Materials (CPM) and Dow Interconnect Technologies during the merger between Dow and DuPont, from 2016 through July 2023.
In connection with the appointment of Mr. Avula, the Company and Mr. Avula entered into an Offer Letter, dated as of December 18, 2023 (the “Offer Letter”), outlining the terms of his employment and certain compensatory arrangements. Under the Offer Letter, which was approved by the Compensation Committee of the Company’s Board of Directors, Mr. Avula will be entitled to receive the following compensation:
Upon commencement of his employment, Mr. Avula will also enter into a change of control agreement, on similar terms to those entered into with other executive officers, under which he would be eligible to receive three times his annual salary and target bonus in the event that he is terminated without cause pending or within 24 months after a change of control of Methode, or if he resigns for good reason (as defined in that agreement) during the same period.
The foregoing description of the Offer Letter is a summary of the terms contained therein and is qualified in its entirety by reference to the terms of the Offer Letter, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There are no other understandings or arrangements between Mr. Avula and any other person pursuant to which Mr. Avula was appointed to serve as the Company’s Chief Executive Officer. There are no existing relationships between Mr. Avula and any person that would require disclosure pursuant to Item 404(a) of Regulation S-K or any familial relationships that would require disclosure under Item 401(d) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On December 19, 2023, the Company issued a press release announcing Mr. Avula’s appointment as President and Chief Executive Officer as successor to Mr. Duda. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities .Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document
Item 9.01 Financial Statements and Exhibits.
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Description |
10.1 |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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Methode Electronics, Inc. |
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Date: |
December 19, 2023 |
By: |
/s/ Ronald L.G. Tsoumas |
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Ronald L.G. Tsoumas |