UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2021
NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)
Oregon | 0-27140 | 93-0557988 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
201 NE Park Plaza Drive, Suite 100
Vancouver, WA 98684
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: 360-397-6250
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)) |
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, par value $0.01 per share | NWPX | Nasdaq Global Select Market |
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 |
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| | In connection with the succession plan previously disclosed by Northwest Pipe Company (the “Company”) in its Current Report on Form 8‑K filed with the Securities and Exchange Commission on May 11, 2021, the Board of Directors appointed Miles Brittain Executive Vice President effective May 6, 2021. On June 9, 2021, the Compensation Committee of the Company's Board of Directors increased Mr. Brittain’s annual base salary effective May 1, 2021 to $340,000 and approved a Change in Control Agreement with Mr. Brittain replacing his prior change in control agreement that was entered into in August 2016. The new Change in Control Agreement extends the expiration date for the Change in Control Agreement to July 31, 2022 and increases his multiple for certain payouts upon a change in control (as defined in the Change in Control Agreement) from one to two. Other than such changes, the terms of the new Change in Control Agreement are the same as the prior change in control agreement. Under the Change in Control Agreement, if Mr. Brittain’s employment is terminated within two years after a change in control either by the Company without “Cause” (as defined in the Change in Control Agreement) or by Mr. Brittain for “Good Reason” (as defined in the Change in Control Agreement), Mr. Brittain will be entitled to receive his full base salary through the date of termination and any benefits or awards (both cash and stock) that have been earned or are payable through the date of termination plus (i) a lump sum payment equal to two years’ base salary and (ii) an amount equal to two times the average cash bonuses paid to Mr. Brittain during the previous three years. In addition, Mr. Brittain would be entitled to the continuation of health and insurance benefits for certain periods and all outstanding equity compensation awards would immediately become fully vested, unless the award provides different vesting terms on a change in control of the Company. In the event that the payments made to Mr. Brittain would be deemed to be a “parachute payment” under the Internal Revenue Code of 1986, Mr. Brittain may choose to accept payment of a reduced amount that would not be deemed to be a “parachute payment.” If the payment made to Mr. Brittain is deemed to be a “parachute payment”, he is responsible for the payment of any resulting taxes. The foregoing description of the Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference. |
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
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| (d) | Exhibits |
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| | 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 on June 11, 2021.
| | NORTHWEST PIPE COMPANY |
| | (Registrant) |
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| | By | /s/ Aaron Wilkins |
| | | Aaron Wilkins |
| | | Senior Vice President, Chief Financial Officer, and Corporate Secretary |
