UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2007
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POMEROY IT SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-20022 31-1227808
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(Commission File Number) (IRS Employer Identification No.)
1020 PETERSBURG ROAD
HEBRON, KENTUCKY 41048
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(Address of Principal Executive Offices) (Zip Code)
(606) 586-0600
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(Registrant's Telephone Number, Including Area Code)
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(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 (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
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DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
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OFFICERS.
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(b) On March 28, 2007, the Board of Directors of Pomeroy IT Solutions,
Inc. (the "Company"), voted to (a) create the position of Lead Independent
Director of the Board of Directors, (b) elect Kenneth R. Waters, a current Board
member, to serve as Lead Independent Director, and (c) adopt a Lead Independent
Director Charter. The Lead Independent Director, among other things, coordinates
the activities of the independent directors, serves as a liaison between the
Chairman of the Board, senior management of the Company and the independent
directors, and presides at the executive sessions of the independent directors
of the Company.
In addition, on March 28, 2007, James H. Smith, III, announced his
retirement from the Board of Directors effective with the Company's 2007 Annual
Meeting of Stockholders scheduled to be held in June 2007. He will not run for
re-election.
ITEM 8.01. OTHER EVENTS.
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The information contained above in Item 5.02(b) is incorporated by
reference herein in its entirety. The press release issued by the Company
announcing the foregoing is included as Exhibit 99.1 to this Current Report and
is incorporated by reference in its entirety into this Item 8.01.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release of Pomeroy IT Solutions, Inc., dated March 28, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
POMEROY IT SOLUTIONS, INC.
Date: April 3, 2007 By: /s/ Kevin G. Gregory
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Senior Vice President &
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Pomeroy IT Solutions, Inc., dated March 28, 2007.