Northwest Pipe Company filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$NWPX
Steel/Iron Ore
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 10, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices and Zip Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 ☐
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. ☐
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Item 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | |
| On December 10, 2024, the Compensation Committee of the Board of Directors of Northwest Pipe Company (the “Company”) approved the parameters of the Company’s performance-based cash incentive program (Short Term Incentive Plan or “STI”) for the 2025 fiscal year. The performance goals for the 2025 STI relate to the Company’s level of income before income taxes, free cash flow, and safety performance for 2025. Each Named Executive Officer may earn a bonus based on the level of the Company’s attainment of the performance goals. | ||
| For the Chief Executive Officer, the bonus amount ranges from 0% to 200% of his 2025 base salary, and his target bonus amount is 100% of his 2025 base salary. For the Chief Financial Officer and the Executive Vice President, the bonus amount ranges from 0% to 120% of their 2025 base salary, and their target bonus amount is 60% of their 2025 base salary. The other Named Executive Officers’ bonus amounts range from 0% to 100% of their 2025 base salary, and their target bonus amount is 50% of their 2025 base salary. | ||
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Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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 on December 16, 2024.
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NORTHWEST PIPE COMPANY
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(Registrant)
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By
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/s/ Aaron Wilkins
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Aaron Wilkins,
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Senior Vice President, Chief Financial Officer, and
Corporate Secretary
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