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): July 3, 2019

Belden Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware	001-12561	36-3601505
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 North Brentwood Boulevard, 15^th Floor

St. Louis, Missouri 63105

(Address of Principal Executive Offices, including Zip Code)

(314) 854-8000

(Registrant’s telephone number, including area code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if this 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	BDC	New York Stock Exchange
Depositary Shares, each representing a 1/100th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock	BDC.PRB	New York Stock Exchange

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.  ☐

TABLE OF CONTENTS

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

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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

(c) On July 3, 2019, Belden Inc. (the “Company”) announced that its Board of Directors had appointed Roel Vestjens to the newly created position of Chief Operating Officer, effective immediately. The press release distributed by the Company is included as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 5.02. Mr. Vestjens, 44, will continue to serve at the Company’s Executive Vice President, Industrial Solutions, in addition to Chief Operating Officer. In the expanded role, Mr. Vestjens’ annual base salary has been increased to $525,000, but all of the other conditions of his employment remain unchanged, as reflected in the Executive Employment Agreement referenced as a material contract in the Company’s most recently filed Form 10-K and as described in the Company’s most recently filed proxy statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Company news release dated July 3, 2019, titled “Belden Promotes Roel Vestjens to Chief Operating Officer”

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.

	BELDEN INC.
Date: July 3, 2019	By:	/s/ Brian E. Anderson
		Brian E. Anderson
		Senior Vice President, Legal, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

	1 North Brentwood Boulevard	Phone: 314.854.8000
	15th Floor	Fax: 314.854.8003
	St. Louis, Missouri 63105
		www.Belden.com

            News Release

Belden Promotes Roel Vestjens to Chief Operating Officer

St. Louis, Missouri — July 3, 2019 — Belden Inc. (NYSE: BDC), a global leader in high quality, end-to-end signal transmission solutions for mission-critical applications today announced that Roel Vestjens, Executive Vice President, Industrial Solutions, has been promoted to Chief Operating Officer effective immediately. In this new role to Belden, Mr. Vestjens will continue to report to Belden’s President, CEO, and Chairman John Stroup.

“Roel is an accomplished leader with broad experience throughout Belden over the last 13 years. With his track record of superior results and his proven commitment to Belden’s values, he is ideally suited to lead the Company’s global operations,” said Mr. Stroup.

Under the new organizational structure, Mr. Vestjens will continue to be responsible for the Industrial Solutions Segment, along with the Company’s Global Sales, Operations, and the Enterprise Solutions Segment.

Further, this new structure will allow Mr. Stroup to increasingly focus on pursuing the Company’s strategic plans and capitalizing on a number of key growth opportunities, including Industrial Automation, Smart Buildings, Broadband and 5G, Live Media Production, and Cybersecurity.

Mr. Vestjens joined Belden in 2006 as Director of Marketing for the EMEA region. Since then he held roles of increasing responsibility in Sales and Marketing, Operations, and General Management of Belden’s business units in North America, EMEA, and APAC, where he resided in all those regions. Most recently, he served as Executive Vice President, Industrial Solutions since February 2018, and Executive Vice President, Industrial Solutions and Broadcast IT Solutions from January 2017 to February 2018. Mr. Vestjens joined Belden from Royal Philips Electronics where he held various European sales and marketing positions. Mr. Vestjens holds a bachelor degree in Electronic Engineering and a Master of Science and Management degree from Nyenrode Business University in the Netherlands.

About Belden

Belden Inc. delivers a comprehensive product portfolio designed to meet the mission-critical network infrastructure needs of industrial and enterprise markets. With innovative solutions targeted at reliable and secure transmission of rapidly growing amounts of data, audio and video needed for today’s applications, Belden is at the center of the global transformation to a connected world. Founded in 1902, the company is headquartered in St. Louis and has manufacturing capabilities in North and South America, Europe and Asia. For more information, visit us at www.belden.com or follow us on Twitter @BeldenInc.

Contact:

Belden Investor Relations

314-854-8054

Investor.Relations@Belden.com