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): October 21, 2022
Gates Industrial Corporation plc
(Exact Name of Registrant as Specified in its Charter)
| England and Wales | 001-38366 | 98-1395184 | ||||||||||||
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||||||||||||
| Incorporation) | Identification No.) | |||||||||||||
1144 Fifteenth Street, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
(303) 744-1911
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 | ||||||
| Ordinary Shares, $0.01 par value per share | GTES | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 21, 2022, the Board of Directors (the “Board”) of Gates Industrial Corporation plc (the “Company”) appointed Mr. Fredrik Eliasson as a director of the Company, effective October 24, 2022. He will stand for election by the Company’s shareholders at the 2023 Annual General Meeting of Shareholders. The Board has determined that Mr. Eliasson qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines. Mr. Eliasson will not serve on any committees of the Board at this time.
For his service on the Board, Mr. Eliasson will receive the Company’s standard annual compensation package for independent directors of $225,000, consisting of $100,000 as an annual cash retainer (prorated and payable in quarterly installments in arrears) and $125,000 in value of restricted stock units (payable annually). Restricted stock units will vest in full on the first anniversary of the grant date. The Company also reimburses directors for expenses associated with each meeting attended.
SIGNATURES
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.
| GATES INDUSTRIAL CORPORATION PLC (Registrant) | ||||||||||||||
| By: | /s/ Ivo Jurek | |||||||||||||
| Name: | Ivo Jurek | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||
Date: October 26, 2022