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): May 17, 2011
TOWER INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 001-34903 | | 27-3679414 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| |
17672 Laurel Park Drive North, Suite 400E,
Livonia, Michigan | | 48152 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (248) 675-6000
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective May 17, 2011, Gregory Powell resigned from the Board of Directors (the “Board”) of Tower International, Inc. (the “Company”). Mr. Powell previously determined that he would not stand for re-election to the Board due to other commitments and subsequently resigned from the Board in connection with the Board’s determination to appoint Frank E. English, Jr. to the Board as described below.
Effective May 17, 2011, the Board appointed Frank E. English, Jr. as a director. Mr. English was appointed to fill the vacancy on the ten-member Board resulting from Mr. Powell’s resignation and will serve a term expiring at the 2011 Annual Meeting of Stockholders to be held on June 17, 2011. Mr. English has consented to stand for election as a director at the Company’s 2011 Annual Meeting of Stockholders and to serve, if elected. At the time of his appointment to the Board, Mr. English was also appointed to serve on the Audit Committee of the Board.
Effective upon his appointment to the Board, Mr. English ceased to serve as a senior adviser to the Board. Mr. English will receive compensation from the Company for service on the Board on the same terms as other non-employee members of the Board, which compensation is described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 26, 2011.
-2-
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.
| | |
| TOWER INTERNATIONAL, INC. |
| |
| By: | | /s/ Jeffrey Kersten |
| Name: | | Jeffrey Kersten |
| Title: | | Senior Vice President and Corporate Controller |
Dated: May 17, 2011
-3-
