8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 18, 2015

Commission File Number 1-9929

Insteel Industries, Inc.

(Exact name of registrant as specified in its charter)

North Carolina (State or other jurisdiction of incorporation or organization)	56-0674867 (I.R.S. Employer Identification No.)
1373 Boggs Drive, Mount Airy, North Carolina (Address of principal executive offices)	27030 (Zip Code)

Registrant’s telephone number, including area code: (336) 786-2141

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:

☐	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))

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

On September 18, 2015, the Board of Directors (the “Board”) of Insteel Industries, Inc. (the “Company”) appointed Joseph A. Rutkowski to serve as an independent director of the Company, for an initial term ending at the Company’s 2018 Annual Meeting of Shareholders. Pursuant to North Carolina law, Mr. Rutkowski will stand for shareholder election to the Board at the 2016 Annual Meeting of Shareholders. Concurrent with Mr. Rutkowski’s appointment, the Board increased the number of directors from six to seven, effective immediately. Mr. Rutkowski has not been appointed to any committees of the Board. Mr. Rutkowski is currently a principal at Winyah Advisors LLC, a management consulting company, a position he has held since 2010.

Mr. Rutkowski will participate in the Company’s non-employee director compensation program whereby non-employee directors typically receive an annual cash retainer equal to $50,000 and an annual grant of restricted stock units (“RSUs”) valued at $50,000. The RSUs are typically granted on the date of the Company’s annual meeting and have a one-year vesting period.

Mr. Rutkowski has not been directly or indirectly involved or had a material interest in any transaction, proposed transaction, or series of similar transactions with the Company which would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing Mr. Rutkowski’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated under this Item 7.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated September 18, 2015 announcing the appointment of Joseph A. Rutkowski as a director.

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.

INSTEEL INDUSTRIES, INC.

Registrant

Date: September 18, 2015	By:	/s/ Michael C. Gazmarian
		Michael C. Gazmarian
		Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated September 18, 2015 announcing the appointment of Joseph A. Rutkowski as a director.

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE	Contact:	Michael C. Gazmarian
		Vice President, Chief Financial Officer and Treasurer
		Insteel Industries, Inc.
		(336) 786-2141, Ext. 3020

INSTEEL INDUSTRIES ANNOUNCES ADDITION OF

JOSEPH A. RUTKOWSKI TO ITS BOARD OF DIRECTORS

MOUNT AIRY, N.C., September 18, 2015 – Insteel Industries, Inc. (NasdaqGS: IIIN) today announced that Joseph A. Rutkowski has been appointed to its board of directors.

“We believe that Joe will be an excellent addition to Insteel’s board considering his broad steel industry background and his operational and business development expertise,” said H.O. Woltz III, Insteel’s president and CEO. “We are pleased to welcome him to the Insteel team and look forward to his future contributions.”

Mr. Rutkowski has been a principal at Winyah Advisors LLC, a management consulting company, since 2010. Previous to Winyah, he served in various capacities with Nucor Corporation (“Nucor”), the nation’s largest steel producer, for 21 years, most recently as Executive Vice President of Business Development from 1998 to 2010. Mr. Rutkowski previously served as Vice President of Nucor from 1993 to 1998, General Manager of Nucor Steel, Hertford Country, North Carolina from August 1998 to November 1998, General Manager of Nucor Steel, Darlington, South Carolina from 1992 to 1998, Manager of Melting and Casting of Nucor Steel, Plymouth, Utah from 1991 to 1998, and Manager of Nucor Cold Finish, Norfolk, Nebraska from 1989 to 1991. Mr. Rutkowski also serves as a director of Cliffs Natural Resources Inc. (NYSE: CLF).

About Insteel

Insteel is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. Insteel manufactures and markets prestressed concrete strand and welded wire reinforcement, including engineered structural mesh, concrete pipe reinforcement and standard welded wire reinforcement. Insteel’s products are sold primarily to manufacturers of concrete products that are used in nonresidential construction. Headquartered in Mount Airy, North Carolina, Insteel operates ten manufacturing facilities located in the United States.

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1373 Boggs Drive, Mount Airy, NC 27030/PHONE: (336) 786-2141/FAX: (336) 786-2144

WWW.INSTEEL.COM