(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (214) 884-3777
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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, par value $0.01 per share
CSWI
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined by 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 Agreements of Certain Officers.
On
January 2, 2020, CSW Industrials, Inc. (the “Company”) announced that Debra L. von Storch has been elected by the Company’s Board of Directors (the “Board”) as a new member of the Board. Ms. von Storch is currently a partner at Ernst & Young LLP and serves as Southwest Region Growth Markets leader for EY, where she is responsible for setting strategic direction across numerous service platforms for the firm. Ms. von Storch has held roles of increasing responsibility at EY during her 37-year career with the firm, where she has developed extensive experience in providing global business leadership, strategic tax and transaction planning, capital markets activities, and advisory services to high-growth companies.
In
connection with her election to the Board, Ms. von Storch has also been appointed as a member of the Audit Committee of the Board. The Board has made an affirmative determination that Ms. von Storch qualifies as an independent director under Nasdaq rules and the Company’s standards for director independence. There is no arrangement or understanding between Ms. von Storch and any other person pursuant to which she was to be selected as a director. There have been no transactions directly or indirectly involving Ms. von Storch that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
Ms. von Storch will be compensated for her service on the Board in accordance with the Company’s compensatory
and other arrangements for non-employee directors, which are described in detail in the Company’s definitive proxy statement dated June 27, 2019, under the heading “Board of Directors Compensation.”
A copy of the press release issued by the Company announcing the election of Ms. von Storch is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this report by reference.
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.
