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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/12/20 Houston Wire & Cable Co 8-K:5,9 3/12/20 3:37K Schiff Hardin LLP |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 16K
2: EX-10.1 First Amendment to Amended and Restated Executive HTML 11K
Employment Agreement
3: EX-99.1 Houston Wire Cable Company Elects David Nierenberg HTML 8K
to Its Board of Directors, Makes Other Governance
Changes
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 11, 2020
HOUSTON WIRE & CABLE COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 000-52046 | 36-4151663 | ||
| (State of Incorporation) | (Commission File Number) | (IRS employer identification no.) |
| 10201 North Loop East | ||
| Houston, TX | 77029 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (713) 609-2100
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 each exchange on which registered |
| Common stock, par value $0.001 per share | HWCC | The Nasdaq Stock 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 o
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. o
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of David Nierenberg to Board of Directors
On March 11, 2020, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Houston Wire & Cable Company (the “Company”), the Board expanded the size of the Board to eight directors effective as of March 16, 2020 and elected David Nierenberg as a new director to fill the newly-created vacancy. Mr. Nierenberg will initially be a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Nierenberg will serve until the Company’s 2020 annual meeting of stockholders, at which time he will be a nominee for election as a director by the stockholders.
Mr. Nierenberg will receive the Company’s standard compensation for non-employee directors. In addition, the Company and Mr. Nierenberg will enter into the Company’s standard Indemnification Agreement for directors.
Mr. Nierenberg, 66, is Founder and President of Nierenberg Investment Management Company, Inc. (NIMCO), which manages the D3 Family Funds. Mr. Nierenberg is also a member of the board of the Washington State Investment Board, Flotek Industries, Inc. (NYSE: FTK), Riverview Bancorp (NYSE: RVSB), Rosetta Stone (NYSE: RST) and The National WWII Museum, and he chairs the board of the Ira Millstein Center for Global Markets and Corporate Ownership at Columbia Law School. He is a graduate of Yale University and Yale Law School.
Amendment of Amended and Restated Executive Employment Agreement
On March 11, 2020, the Company and James L. Pokluda III, its President and Chief Executive Officer, entered into an amendment to the Company’s employment agreement with Mr. Pokluda. The amendment modifies the description of Mr. Pokluda’s annual cash bonus to align it with how the incentive bonus program has operated since January 2019, when Mr. Pokluda’s maximum bonus opportunity was increased to equal 140% of his base salary, based on achievement of performance goals to be agreed by the Compensation Committee and Mr. Pokluda.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
C:
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.
HOUSTON WIRE & CABLE COMPANY
| Date: March 12, 2020 | By: | /s/ James L. Pokluda III |
| Name: | James L. Pokluda III | |
| Title: | President and Chief Executive Officer |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/16/20 | None on these Dates | |||
| Filed on / For Period end: | 3/12/20 | |||
| 3/11/20 | ||||
| List all Filings | ||||