| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 30, 2022, Power Solutions International, Inc. (the “Company” or “PSI) announced that effective April 8, 2022 (the “effective date”), it will appoint current corporate controller Matthew Thomas as its interim chief financial officer while the Company conducts a search for a permanent chief financial officer. Mr. Thomas will succeed Donald P. Klein, who will be departing the Company to pursue other interests. Mr. Klein’s resignation is unrelated to any disagreement with the Company. Mr. Klein will continue to serve in his current role until the effective date to ensure an orderly transition.
Mr. Thomas, who possesses over 12 years of experience in the areas of accounting and finance, has served as PSI’s corporate controller since May 2021 with responsibilities for leading the accounting, internal/external reporting, and treasury areas. He originally joined the Company as director of accounting in March 2018 and served in this capacity until June 2019. From June 2019 until May 2021, he served as the Company’s assistant controller. Prior to joining PSI, from November 2014 through March 2018, he served as senior manager, accounting at Akorn, Inc., which was a publicly traded specialty pharmaceuticals company. Prior to that role, from July 2009 to November 2014, he was an audit supervisor with accounting firm Miller Cooper & Co., Ltd. He holds a Bachelor of Science degree in Accountancy from Northern Illinois University and is a licensed CPA.
Mr. Thomas’ compensation will be determined and disclosed at a later date.
There are no family relationships between Mr. Thomas and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Thomas has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Thomas and any other person pursuant to which Mr. Thomas was appointed as an officer of the Company.
The Company intends to file its Form 10-K for the fiscal year ended December 31, 2021, on March 31, 2022.
| Item 7.01 | Regulation FD Disclosure. |
On March 30, 2022, the Company issued a press release announcing the CFO transition, which is attached as Exhibit 99.1 hereto.
The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by reference in such a filing.
Caution Regarding Forward-Looking Statements
This Form 8-K contains forward-looking statements regarding the current expectations of the Company about its prospects and opportunities. These forward-looking statements are entitled to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934. The Company has tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “budgeted,” “contemplate,” “estimate,” “expect,” “forecast,” “guidance,” “may,” “outlook,” “plan,” “projection,” “should,” “target,” “will,” “would,” or similar expressions, but these words are not the exclusive means for identifying such statements. These statements are subject to a number of risks, uncertainties, and assumptions that may cause actual results, performance or achievements to be materially different from those expressed in, or implied by, such statements.
The Company cautions that the risks, uncertainties and other factors that could cause its actual results to differ materially from those expressed in, or implied by, the forward-looking statements, include, without limitation: the impact of the ongoing COVID-19 pandemic could have on the Company’s business and financial results; the Company’s ability to continue as a going concern; the Company’s ability to raise additional capital when needed and its liquidity; uncertainties around the Company’s ability to meet funding conditions under its financing arrangements and access to capital thereunder; the potential acceleration of the maturity at any time of the loans under the Company’s uncommitted senior secured revolving credit facility through the exercise by Standard Chartered Bank of its demand right; the timing of completion of steps to address, and the inability to address and remedy, material weaknesses; the identification of additional material weaknesses or significant deficiencies; risks related to complying with the terms and conditions of the settlements with the Securities and Exchange Commission (the “SEC”) and the United States Attorney’s Office for the Northern District of Illinois (the “USAO”); variances in non-recurring expenses; risks relating to the substantial costs and diversion of personnel’s attention and resources deployed to address the internal control matters; the Company’s obligations to
