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): March 1, 2024
BELFUSE INC /NJ
BEL FUSE INC.
(Exact Name of Registrant as Specified in its Charter)
New Jersey | 000-11676 | 22-1463699 | ||
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 300 Executive Drive, Suite 300, West Orange, New Jersey | 07052 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (201) 432-0463
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||
| Class A Common Stock ($0.10 par value) | BELFA | Nasdaq Global Select Market | ||
| Class B Common Stock ($0.10 par value) | BELFB | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2024, John Tweedy notified Bel Fuse Inc. (the “Company”) of his decision to retire from the Board of Directors of the Company (the “Board”) upon the expiration of his term and not stand for re-election to the Board at the Company’s 2024 Annual Meeting of Shareholders. Mr. Tweedy indicated that his decision to retire and not stand for re-election was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 8.01. Other Events.
On March 7, 2024, the Company issued a press release regarding Mr. Tweedy’s decision to retire from the Board and not stand for re-election at the Company’s 2024 Annual Meeting of Shareholders, and certain information about the Company’s intended nominee to succeed Mr. Tweedy. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Important Additional Information For Investors and Shareholders
The Company intends to file a proxy statement and proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for its 2024 Annual Meeting of Shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO), ACCOMPANYING PROXY CARD, AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THESE DOCUMENTS BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge on the Company’s website at https://ir.belfuse.com/financial-information/sec-filings.
The Company, its directors and certain of its executive officers may be deemed to be participants in connection with the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2024 Annual Meeting of Shareholders. Information regarding the ownership of the Company’s directors and executive officers in the Company’s common shares is included in their SEC filings on Forms 3, 4, and 5, which can be found through the SEC’s website at www.sec.gov or on the Company’s website at https://ir.belfuse.com/financial-information/sec-filings. Information can also be found in the Company’s other SEC filings. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
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.
| Date: March 7, 2024 | BEL FUSE INC. |
| (Registrant) | |
| By: | /s/ Daniel Bernstein |
| Daniel Bernstein | |
| President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description |
| 99.1 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |