rfil20210614d

8-K 1 rfil20210614d_8k.htm FORM 8-K rfil20210614d_8k.htm

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): June 10, 2021

	RF INDUSTRIES, LTD.
	(Exact name of registrant as specified in its charter)

Nevada

(State or Other Jurisdiction
of Incorporation)

0-13301

(Commission File Number)

88-0168936

(I.R.S. Employer
Identification No.)

7610 Miramar Road, Bldg. 6000

San Diego, California 92126-4202

(Address of Principal Executive Offices)

(858) 549-6340

(Registrant’s Telephone Number)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, $0.01 par value per share	RFIL	NASDAQ Global Market

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2021, Joseph Benoit informed RF Industries, Ltd. (the “Company”) that he will not stand for re-election to the board of directors of the Company (the “Board”) at the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), which is expected to be held on or around September 8, 2021, and will retire from the Board upon the expiration of his term at the 2021 Annual Meeting. Mr. Benoit’s decision to retire was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On June 10, 2021 Marvin Fink also informed the Board that he will step down as Chairman of the Board, effective June 15, 2021. The Board then elected Mark Holdsworth as the new Chairman of the Board, effective June 15, 2021. Mr. Fink will continue to serve as a Director on the Board.

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.

June 14, 2021	By:	/s/ Robert Dawson
		Robert Dawson
		President and Chief Executive Officer

RF Industries, Ltd. filed SEC Form 8-K: Leadership Update