UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): June 21, 2019
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon | 000-23996 | 93-1151989 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
2765 N.W. Nicolai Street Portland, Oregon | 97210-1818 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(503) 227-7908
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR§240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR§240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-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 | SMIT | NASD |
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 Rule12b-2 of 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 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. |
(d) Effective June 21, 2019, the Board of Directors (the “Board”) of Schmitt Industries, Inc. (the “Registrant”) appointed Steven Strom to the Board. Mr. Strom’s initial term as director will expire at the Registrant’s 2019 Annual Meeting of Shareholders at which time it is expected that he will be a director nominee. Mr. Strom has been appointed to serve on the Board’s Audit, Compensation, and Nominating Committees.
There are no transactions in which Mr. Strom has an interest requiring disclosure under Item 404(a) of RegulationS-K. Mr. Strom will be entitled to receive the regular compensation paid to the Registrant’snon-employee directors as fixed by the Board fromtime-to-time.
A copy of the press release announcing the appointment of Mr. Strom to the Board is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
99.1 | Press release entitled “Schmitt Industries Appoints Steven Strom to its Board” |
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.
SCHMITT INDUSTRIES, INC. | ||||||
June 26, 2019 | By: | /s/ Ann M. Ferguson | ||||
Name: Ann M. Ferguson | ||||||
Title: Chief Financial Officer and Treasurer |