Insteel Industries Inc. filed SEC Form 8-K: Leadership Update

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WASHINGTON, DC 20549 

 

 

 

 

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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 November 10, 2025, W. Allen Rogers II, a member of the Board of Directors (the “Board”) of Insteel Industries Inc. (the “Company”) and the independent Lead Director, informed the Board that he will not stand for re-election at the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). Mr. Rogers will continue to serve as a member of the Board, the Audit Committee and the Nominating and Corporate Governance Committee until the expiration of his term.

 

In addition, on November 10, 2025, Joseph A. Rutkowski, a member of the Board, informed the Board of his intention to resign as a member of the Board, effective immediately prior to the 2026 Annual Meeting. Mr. Rutkowski will continue to serve as a member of the Board, the Executive Compensation Committee and the Nominating and Corporate Governance Committee until his resignation is effective.

 

Neither Mr. Rogers’ decision to not stand for re-election to the Board at the 2026 Annual Meeting nor Mr. Rutkowski’s resignation is the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.

 

On November 11, 2025, the Board took action to reduce of the size of the Board from nine to eight directors upon effectiveness of Mr. Rutkowski’s resignation, and seven directors upon the conclusion of Mr. Rogers’ term of service at the 2026 Annual Meeting.

 

 

 

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 thereunto duly authorized.