UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On April 24, 2023, the Board of Directors (the “Board”) of ENGlobal Corporation (the “Company”) elected Margaret K. Lassarat as an independent director to fill a vacancy in the Board. The Nominating Committee of the Board intends for Ms. Lassarat to stand for election to a full term at the Company’s 2023 annual meeting of shareholders.
The Company is not aware of any other arrangement or understanding between Ms. Lassarat and any other person pursuant to which Ms. Lassarat was elected to the Board. Ms. Lassarat will participate in the non-employee director compensation programs of the Company, as described in its most recent proxy statement, as such programs are amended from time to time.
Item 7.01 Regulation FD Disclosure.
On April 24, 2023, the Company issued a press release announcing Ms. Lassarat’s election to the Board. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is included with this Current Report on Form 8-K:
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Exhibit 104 |
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SIGNATURE
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.
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| ENGlobal Corporation |
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April 24, 2023 |
| /s/ Darren W. Spriggs |
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(Date) |
| Darren W. Spriggs, Chief Financial Officer, Treasurer and Corporate Secretary |
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Exhibit Index
Exhibit No. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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EXHIBIT 99.1
Veteran Engineering Finance Executive Meg Lassarat Joins
ENGlobal Corporation Board of Directors
HOUSTON, TX / ACCESSWIRE / April 24, 2023 / ENGlobal Corporation (NASDAQ:ENG), a leading provider of innovative project delivery solutions for the energy industry, today announced that Meg Lassarat, a 30-year finance veteran of the energy engineering and services industries, has joined the Company’s Board of Directors.
“I am delighted to welcome Meg Lassarat to the ENGlobal Board of Directors and look forward to her immediate contribution to our efforts to reposition the Company as a leading project engineering company,” said William A. Coskey, P.E., Executive Chairman of ENGlobal. “Meg’s three decades of experience in corporate finance, audit and strategy in energy engineering and services as well as her deep connections to the global engineering community will be of immense value to the future of ENGlobal.”
Ms. Lassarat is a high-profile strategic leader and experienced independent board member with over 30 years of global experience in driving growth, identifying strategic alternatives and delivering positive bottom-line results. She was awarded Houston’s CFO of the Year for managing growth and overseeing corporate expansion. Ms. Lassarat received the Women’s Legacy Award from Texas A&M’s Women Former Student Network. Currently, she serves as an independent board member for Dudek, Alta Southwest and Engineers Without Borders. In the executive space, most recently, Meg was the Chief Financial Officer for Exyte Energy, a $5 billion global engineering and construction firm. Prior to Exyte, Meg was the CFO at Louis Berger and prior to that Kentz Engineers and Constructors, large engineering and construction management firms. Ms. Lassarat also served as the Chief Financial Officer and as a board member of Mustang Engineering.
Earlier in her career, Ms. Lassarat served in various finance roles at Halliburton, Petroleum Geo Services and Transocean. She began her career in the audit group at KPMG and served as Vice President & Controller at the Resolution Trust Corporation.
Ms. Lassarat has served on the Advisory Board of the Engineering and Construction Conference, on the Boards of Directors of Klohn Crippen, CableLock Systems, and Kentz USA and as Chairman of Mustang Tampa, Inc. Meg previously served on the facility advisory board of Texas A&M University’s School of Business. Meg has been a regular contributor to The Economist, The Wall Street Journal, Houston Chronicle, and Houston Business Journal.
She holds a BA in Accounting from Texas A&M University, is a Certified Public Accountant in the state of Texas and holds the Project Management Professional certification.
“I am grateful to be asked to join the ENGlobal Corporation Board of Directors and look forward to immediately engaging with my colleagues and assisting in defining the next chapter of ENGlobal and the Company’s success,” said Ms. Lassarat. “I have followed ENGlobal for many years and have always been impressed with the Company’s reputation, its engineering and automation work products and with Bill Coskey’s leadership. I am honored to be asked to join the governance team and excited to share my knowledge of and relationships in the energy engineering community to benefit ENGlobal.”
Ms. Lassarat will fill the Board seat vacated due to the retirement of Mark Hess. The Nominating Committee of the Board intends for Ms. Lassarat to stand for election to a full term at the Company’s upcoming annual meeting. Ms. Lassarat qualifies as both an independent director and financial expert.
About ENGlobal
ENGlobal (NASDAQ:ENG) is a leading provider of complete project solutions for renewable and traditional energy throughout the United States and internationally. ENGlobal operates through two business segments: Commercial and Government Services. The Commercial segment provides engineering, design, fabrication, construction, and integration of automated control systems as a complete packaged solution for its clients. The Government Services segment provides engineering, design, installation, operations, and maintenance of various government, public sector, and international facilities, specializing in turnkey automation and instrumentation systems for the U.S. Defense industry worldwide. Further information about the Company and its businesses is available at www.englobal.com.
For further information, please email IR@englobal.com.
Safe Harbor for Forward-Looking Statements
The statements above regarding the Company's expectations, including those relating to its future results, its future operations and certain other matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties. For a discussion of risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ENGlobal's filings with the Securities and Exchange Commission, including the Company's most recent reports on Form 10-K and 10-Q, and other SEC filings.
Click here to join our email list: https://www.englobal.com/investors/
Cover |
Apr. 24, 2023 |
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Cover [Abstract] | |
Entity Registrant Name | ENGlobal Corporation |
Entity Central Index Key | 0000933738 |
Document Type | 8-K |
Amendment Flag | false |
Entity Emerging Growth Company | false |
Document Period End Date | Apr. 24, 2023 |
Entity File Number | 001-14217 |
Entity Tax Identification Number | 88-0322261 |
Entity Incorporation State Country Code | NV |
Entity Address Address Line 1 | 11740 Katy Fwy – Energy Tower III |
Entity Address Address Line 2 | 11th floor |
Entity Address Postal Zip Code | 77079 |
Entity Address City Or Town | Houston |
Entity Address State Or Province | TX |
City Area Code | 281 |
Local Phone Number | 878-1000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $0.001 par value |
Trading Symbol | ENG |
Security Exchange Name | NASDAQ |
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