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
Date of report (Date of Earliest Event Reported): February 16, 2021
| | |
| REXNORD CORPORATION |
| (Exact name of registrant as specified in its charter) |
| | | | | | | | | | | | | | |
| Delaware | 001-35475 | 20-5197013 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | |
| 511 W. Freshwater Way | | | 53204 |
| Milwaukee, | Wisconsin | | | |
| (Address of Principal Executive Offices) | | | (Zip Code) |
(414) 643-3739
(Registrant's telephone number, including area code)
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 $.01 par value | RXN | The 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. ☐
Item 2.02 Results of Operations and Financial Condition.
Rexnord Corporation (the "Company") is filing this Current Report on Form 8-K to furnish its earnings release dated February 16, 2021, regarding its financial results for the quarter ended December 31, 2020, which is attached hereto as Exhibit 99.1. On February 16, 2021, the Company will hold a conference call with investors to discuss unaudited results for the quarter and nine-month transition period ended December 31, 2021. The chart presentation to be used during the call is attached hereto as Exhibit 99.2 to this report and is incorporated by reference herein. As previously announced, following the end of the Company's fiscal year ended March 31, 2020, the Company transitioned to a December 31 fiscal year-end date. The nine-month period from April 1, 2020, to December 31, 2020, served as a transition period, and the Company will provide one-time, nine-month transitional financial statements for the transition period in a transition report on Form 10-K to be filed on February 16, 2021. Beginning in 2021 and thereafter, the Company will file reports for periods based on the new fiscal year (January 1 to December 31).
The information in this Item, including Exhibit 99.1, is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
Item 9.01 Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| 99.1 | | |
| | |
| 99.2 | | |
| | |
| 101.INS | | Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.) |
| | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
| 104 | | Cover Page Inline XBRL data |
This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Rexnord Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 16th day of February, 2021.
| | | | | | | | |
| |
| REXNORD CORPORATION | |
| |
| By: | /S/ Mark W. Peterson |
| | Mark W. Peterson | |
| | Senior Vice President and Chief Financial Officer | |
