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): September 14, 2020
BRADY CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 1-14959
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| Wisconsin | | 39-0971239 |
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
6555 West Good Hope Road
Milwaukee, Wisconsin 53223
(Address of Principal Executive Offices and Zip Code)
(414) 358-6600
(Registrant’s Telephone Number)
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading
Symbol | Name of each exchange on which registered |
| Class A Nonvoting Common Stock, par value $0.01 per share | BRC | 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 (17 CFR 230.405) or Rule 12b-2 or the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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| Item 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On September 16, 2020, Brady Corporation (the “Company”) issued a press release announcing its fiscal 2020 fourth quarter financial results. A copy of the press release is being furnished to the Securities and Exchange Commission as Exhibit 99.1 attached hereto and is incorporated herein by reference.
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| Item 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
On September 14, 2020, the Company's Board of Directors approved an amendment to the By-Laws of the Company effective September 14, 2020. Article II (Shareholders) of the existing By-Laws was amended to permit the Company to hold virtual meetings of shareholders. The foregoing description of the By-Laws, as amended, is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
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| Item 7.01 | REGULATION FD DISCLOSURE |
On September 16, 2020, the Company hosted a conference call related to its fiscal 2020 fourth quarter financial results. A copy of the slides referenced in the conference call, which is also posted on the Company's website, is being furnished to the Securities and Exchange Commission as Exhibit 99.3 attached hereto and is incorporated herein by reference.
Increase in Annual Dividend
On September 14, 2020, the Company's Board of Directors approved an increase in the annual cash dividend on its Class A Common Stock from $0.87 to $0.88 per share. A quarterly dividend in the amount of $0.22 per share will be paid on October 30, 2020, to shareholders of record as of the close of business on October 9, 2020. A copy of the press release regarding the dividend is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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| EXHIBIT NUMBER | | DESCRIPTION |
| 3.1 | | |
| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
| 104 | | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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.
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| | | BRADY CORPORATION |
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| Date: September 16, 2020 | | /s/ AARON J. PEARCE |
| | Aaron J. Pearce |
| | Chief Financial Officer and Treasurer |
