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) June 17, 2020

LSI INDUSTRIES INC.

(Exact name of Registrant as Specified in its Charter)

Ohio	01-13375	31-0888951
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10000 Alliance Road, Cincinnati, Ohio	45242
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (513) 793-3200

(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. below):
☐	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	LYTS	NASDAQ

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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. Other Events.

On June 17, 2020 the Board of Directors of LSI Industries Inc. (“LSI”) elected Chantel E. Lenard to the Board. She also was appointed as a member of the Audit Committee and Compensation Committee.

Ms. Lenard presently serves as a Lecturer of Marketing in the MBA program at the University of Michigan Ross School of Business. Ms. Lenard retired from Ford Motor Company (NYSE:F) in 2017, having served as the top marketing executive for Ford in both the U.S. and Asia. From 2013 to 2017, Ms. Lenard held the position of U.S. Chief Marketing Officer, leading the organization’s pricing, promotions, media, digital marketing, product strategy, and consumer experience activities. From 2010 to 2013, Ms. Lenard was based in Shanghai, China, as Vice President of Marketing for Ford’s Asia Pacific and Africa operations, where she led the marketing activities for 11 countries across the region. In addition to her marketing roles, Ms. Lenard held a number of leadership positions in strategy, sales, finance, and purchasing during her 25 year career with Ford. Ms. Lenard has served as a member of the Board of Directors of TTM Technologies Inc. (Nasdaq:TTMI) since November 2018 and Uni-Select Inc. (TSX: UNS) since May 2020.

Ms. Lenard will receive compensation for her service to LSI’s Board according to LSI’s director compensation program for non-employee directors as described on page 43 of LSI’s proxy materials for its 2019 Annual Meeting of Shareholders.

On June 17, 2020 John K. Morgan notified the Board that he would not be standing for re-election at the 2020 Annual Meeting of Shareholders. The notification was not the result of any disagreement that he had with LSI on any matter. On June 19, 2020 LSI issued a press release related to these Board changes. The press release is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	LSI Press Release dated June 19, 2020

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.

LSI INDUSTRIES INC.

BY:/s/ Thomas A. Caneris

Thomas A. Caneris

Senior Vice President –Human Resources and General Counsel

Dated: June 19, 2020

EX-99.1

Exhibit 99.1

LSI Industries Inc. Announces Board of Directors Election

CINCINNATI, June 19, 2020 (GLOBE NEWSWIRE) -- LSI Industries Inc. (NASDAQ: LYTS) today announced the election, effective June 17, 2020, of Chantel Lenard to the Board of Directors. Ms. Lenard will serve on the Company’s Audit and Compensation Committees. LSI also announced that John Morgan will not be standing for re-election to the Board of Directors at the November 2020 Annual Shareholders Meeting.

Ms. Lenard has been a lecturer in marketing at the University of Michigan Ross School of Business since 2017. Ms. Lenard retired from Ford Motor Company (NYSE: F) in 2017 where she served in various positions in her 25-year career. Her most recent position with Ford was Executive Director of U.S. Marketing from 2013 to 2017 after living in Shanghai and serving as Ford’s Vice President of Marketing for Asia Pacific and Africa from 2010 to 2013. Ms. Lenard holds a bachelor’s degree in industrial engineering from Purdue University and a master’s degree in business administration from Harvard University. She has served on the boards of TTM Technologies, Inc. (NASDAQ: TTMI) since October 2018 and Uni-Select Inc. (TSX: UNS) since May 2020.

Bill O’Gara, Chairman of the Board, commented, “We are delighted to have Chantel join the LSI Board, particularly given her vast experience in marketing. Chantel’s marketing perspective and extensive leadership skills will serve the LSI Board well.”

The Company also announced that John Morgan, due to time constraints, has decided not to seek re-election to the Board of Directors at the November 2020 Annual Meeting of Shareholders. Mr. Morgan has served on the Board of Directors since 2016 and serves as Chairman of the Compensation Committee and is a member of the Audit Committee.

Mr. O’Gara commented, “We have been very fortunate to have John Morgan serve as an integral part of our Board. John has been devoted to the success of LSI and we understand the time commitments he has and appreciate his staying on the Board until the November Shareholders Meeting.”

About the Company

Headquartered in Blue Ash, Ohio (Greater Cincinnati), LSI Industries is a leading producer of high-performance, American-made lighting solutions. The Company’s strength in outdoor lighting applications creates opportunities for it to introduce additional solutions to its valued customers. LSI’s indoor and outdoor products and services, including its digital and print graphics capabilities, are valued by architects, engineers, distributors and contractors for their quality, reliability and innovation. The Company’s products are used extensively in automotive dealerships, petroleum stations, quick service restaurants, grocery stores and pharmacies, retail establishments, sports complexes, parking lots and garages, and commercial and industrial buildings. LSI has approximately 1,200 employees at seven manufacturing plants in the United States, including its corporate headquarters and international subsidiaries. Additional information about LSI is available at www.lsi-industries.com.

Forward-Looking Statements

For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, visit http://www.lsi-industries.com/fls as well as our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which contain risk factors.

For further information, contact: Noel Ryan, IRC at (720) 778-2415.

Additional note: Today’s news release, along with past releases from LSI Industries, are available on the Company’s internet site at www.lsi-industries.com or by calling the Investor Relations Department at (513) 793-3200.

CONTACT:

NOEL RYAN