ESAB Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$ESAB
Industrial Machinery/Components
Industrials
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): December 4, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 4, 2025, the Board of Directors (the “Board”) of ESAB Corporation (the “Company”) appointed Dr. Sébastien Martin to serve as a director of the Company, effective as of January 1, 2026. In connection with the appointment of Dr. Martin, the size of the Board was increased from nine to ten members, effective as of January 1, 2026. The Board also appointed Dr. Martin to the Audit Committee of the Board, effective as of January 1, 2026.
Dr. Martin has been an Associate Professor of Operations at the Kellogg School of Management at Northwestern University since September 2025 and previously served as an Assistant Professor of Operations at the Kellogg School from September 2020 to September 2025. Dr. Martin’s research focuses on the interface of large-scale optimization and operations management, with applications to transportation, the gig economy, public sector operations and artificial intelligence. Dr. Martin has served as an external advisor to the Company with respect to artificial intelligence since February 2025, but he will step down from such role immediately prior to joining the Board. Prior to entering academia, Dr. Martin was a postdoctoral fellow at Lyft, Inc.
Dr. Martin will participate in the Company’s director compensation package for non-employee directors described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 28, 2025. Dr. Martin will also enter into an indemnification agreement with the Company, the form of which was previously filed as Exhibit 10.7 to the Company’s registration statement on Form 10-12B/A (File No. 001-41297) as filed with the SEC on March 11, 2022.
The Board affirmatively determined that Dr. Martin qualifies as “independent” under the NYSE’s listing standards. In addition, Dr. Martin has not been a participant in any related person transactions required to be disclosed under Item 404(a) of Regulation S-K. The full text of the Company’s press release regarding Dr. Martin’s appointment is attached hereto as Exhibit 99.1.
On December 4, 2025, Mr. Patrick Allender notified the Board of his decision to retire as a director of the Company, effective as of the Company’s 2026 annual meeting of stockholders. Mr. Allender’s retirement is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL
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.
| Date: | December 4, 2025 | ESAB Corporation | ||||||||||||
| By: | /s/ Curtis E. Jewell | |||||||||||||
| Name: | Curtis E. Jewell | |||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||||||||