Amendment: Escalade Incorporated filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

Form 8-K/A date of report 10-29-25 (Resignation Agreement) true 0000033488 0000033488 2025-10-29 2025-10-29

 

 

 

 

 

         

 

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Securities registered pursuant to Section 12(b) of the Act:

                                 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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                       ☐

 

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.                                     ☐

 

 

Section 5 – Corporate Governance and Management

 

Item 5.02 (b), (c) and (e) – Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

As previously disclosed, on October 30, 2025, Escalade, Incorporated (“Escalade” or the “Company) announced that Patrick J. Griffin, the Company’s Vice President, Corporate Development and Investor Relations and a Director, was appointed as the Company’s Interim President and Chief Executive Officer effective October 29, 2025. Mr. Griffin replaced Armin Boehm, who resigned as of the same date (the “Resignation Date”).

 

Mr. Griffin, age 56, has served as Director at Escalade and Vice President, Corporate Development and Investor Relations for Escalade since August 2012. Prior to that, Mr. Griffin served as President of Martin Yale Group, a former subsidiary of Escalade. Mr. Griffin has held various other roles at Escalade since 2002. There are no arrangements or understandings pursuant to which Mr. Griffin was selected for this position and Mr. Griffin has no family relationship with any other executive officer or Director of Escalade. Mr. Griffin also has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

On November 6, 2025, the Compensation Committee of Escalade’s Board of Directors approved the initial terms of Mr. Griffin’s compensation in connection with his appointment to the Interim President and Chief Executive Officer role, which are contained in the offer letter entered into on November 10, 2025, by the Company and Mr. Griffin (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Griffin will be entitled to the following compensation and benefits:

 

 

The foregoing summary of the material terms of the Offer Letter is qualified in its entirety by the Offer Letter filed as Exhibit 10.1 to this Form 8-K.

 

On November 5, 2025, Mr. Boehm and the Company entered into an Amendment, Waiver, Release, Non-Competition, Non-Solicitation, and Non-Disclosure Agreement (the “Agreement”). Under this Agreement, among other things, Mr. Boehm is entitled to receive:

 

 

 

Since no shares of restricted stock or restricted sock units granted by the Company to Mr. Boehm had vested as of the Resignation Date, all such awards were forfeited. This Agreement amends Mr. Boehm’s prior Executive Severance Agreement with the Company and replaces and supersedes any benefits that may have been payable thereunder.

 

A copy of the Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Agreement is qualified in its entirety by reference to Exhibit 10.2.

 

Additional information regarding Mr. Griffin, Mr. Boehm, their compensation, and the Company’s compensation plans and programs is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and its definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2025.

 

 

 

(d)         Exhibits

 

* Previously filed with the original filing of this Current Report on Form 8-K on October 30, 2025

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.