Ducommun Incorporated filed SEC Form 8-K: Regulation FD Disclosure
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 5, 2024, the Board of Directors of Ducommun Incorporated (the “Company”) amended and restated its bylaws (as so amended and restated, the “Bylaws”) to change the authorized number of directors to be not less than six (6) nor more than ten (10) until changed by an amendment to such Bylaws. This description of the Bylaws is qualified in its entirety by reference to the text of the Bylaws filed as Exhibit 3.1 to this report and incorporated herein by reference.
| Item 5.02(d) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 5, 2024, the Company’s Board of Directors (the “Board”) appointed Daniel G. Korte as a Class I Director, effective immediately, to serve for a term expiring at the annual meeting of stockholders in 2025 and until his successor is elected and qualified. Also on November 5, 2024, the Board appointed Daniel L. Boehle as a Class III Director, effective immediately, to serve for a term expiring at the annual meeting of stockholders in 2027 and until his successor is elected and qualified. In connection with Messrs. Korte’s and Boehle’s appointments, Mr. Korte has been appointed to serve as a member of the Board’s Corporate Governance and Nominating Committee and Mr. Boehle has been appointed to serve as member of the Board’s Audit Committee.
The Company is unaware of any arrangements or understandings between Messrs. Korte or Boehle, on the one hand, and any other person, on the other hand, pursuant to which Messrs. Korte and Boehle were selected as directors of the Company and neither Mr. Korte nor Mr. Boehle has any direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with each of Messrs. Korte and Boehle’s (each, a “New Director”) service as a director, such New Director will be compensated on the same basis as other non-employee directors of the Company. Effective January 1, 2024, the Company’s non-employee directors are paid a mix of cash and equity for their service on the Board, consisting of: an annual cash retainer of $80,000 to be paid in equal increments on a quarterly basis; an equity-based annual retainer in the form of restricted stock units for a number of shares equal to $135,000; committee meeting fees of $2,500 per meeting; an additional retainer for committee chair roles, ranging from $7,500 to $12,500; and an additional retainer for the lead independent director of $30,000. Upon his appointment, each New Director received a one-time grant of restricted stock units under the Company’s 2024 Stock Incentive Plan, equal to 811 restricted stock units. Additionally, each New Director will receive a proportionate amount of the foregoing aggregate cash retainer for the remainder of fiscal year 2024. In connection with their appointments, the Company will enter into its standard form of indemnification agreement with each New Director, which among other things, requires the Company to indemnify such New Director to the fullest extent permitted by the General Corporation Law of the State of Delaware in connection with any proceedings relating to his service as a director of the Company and to advance any expenses incurred by such New Director in connection with any such proceedings.
| Item 7.01 | Regulation FD Disclosure. |
On November 7, 2024, the Company issued a press release regarding Messrs. Korte and Boehle’s appointments to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Title and Description | |
| 3.1 | Amended and Restated Bylaws of Ducommun Incorporated, dated as of November 5, 2024. | |
| 99.1* | Ducommun Incorporated press release issued on November 7, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Furnished herewith. |
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.
| DUCOMMUN INCORPORATED (Registrant) | ||||||
| Date: November 7, 2024 | By: | /s/ Rajiv A. Tata | ||||
| Rajiv A. Tata | ||||||
| Vice President, General Counsel & Corporate Secretary | ||||||