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
August 1, 2023
Date of Report (Date of earliest event reported)
IPG PHOTONICS CORPORATION
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
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Delaware (State or Other Jurisdiction of Incorporation) | | 001-33155 (Commission File No.) | | 04-3444218 (IRS Employer Identification No.) |
377 Simarano Drive
Marlborough, Massachusetts 01752
(Address of Principal Executive Offices, including Zip Code)
(508) 373-1100
(Registrant’s telephone number)
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: | | | | | | | | |
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | IPGP | 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 2.02. Results of Operations and Financial Condition
On August 1, 2023, IPG Photonics Corporation (the "Company") announced its financial results for the quarter ended June 30, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 referenced herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On July 28, 2023, the Board of Directors (the "Board") of the Company increased the size of the Board from ten to eleven members and appointed Kolleen Kennedy as a director to fill the vacancy resulting from that increase, effective August 1, 2023. The initial term as director for Ms. Kennedy will expire at the Company’s 2024 annual meeting of stockholders.
As a non-employee director, Ms. Kennedy will receive a $40,000 annual retainer for her service on the Board, paid in monthly installments, and participate in the Company's Non-Employee Director Compensation Plan (the “Non-Employee Director Plan”). Upon her appointment, Ms. Kennedy received an initial grant of restricted stock units ("RSUs") with a value of approximately $250,000 under the Non-Employee Director Plan. The RSUs vest on the first anniversary of the date of grant. In connection with her appointment, the Company and Ms. Kennedy will enter into the Company’s standard indemnification agreement for directors.
Ms. Kennedy is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There were no arrangements or understandings pursuant to which Ms. Kennedy was selected as a director.
Item 7.01. Regulation FD Disclosure.
On August 1, 2023, the Company issued a press release announcing changes to the Board. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 referenced herein, shall not be deemed "filed" for purposes of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
Certain directors and officers of the Company adopt from time to time pre-arranged trading plans (each, a “Plan”) designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s policies regarding stock transactions. Under Rule 10b5-1, directors, officers and other persons who are not in possession of material non-public information may adopt a plan or contract for pre-arranged sales of Company securities under specified conditions and at specified times. Using these Plans, insiders can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess inside information.
The Plan adopted by Ms. Agnes Tang, Director, provides for the sale of up to 900 shares over a period ending March 2024, unless terminated sooner in certain circumstances. Shares will be sold under the Plan on the open market at prevailing market prices, subject to minimum price thresholds.
The Company does not undertake to report Plans that may be adopted by any directors, officers or affiliates of the Company in the future, or to report any modification or termination of any Plan, except to the extent required by law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 relating to Item 2.02 and Exhibit 99.2 related to Item 7.01 shall be deemed to be furnished, and not filed:
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| Exhibit Number | | Exhibit Description |
| Exhibit 99.1 | | |
| Exhibit 99.2 | | |
| Exhibit 104 | | Inline XBRL for the cover page of this Current Report on Form 8-K. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
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| | IPG PHOTONICS CORPORATION |
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| August 1, 2023 | | By: | | /s/ Timothy P.V. Mammen |
| | | | Timothy P.V. Mammen |
| | | | Senior Vice President and Chief Financial Officer |
