UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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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. |
(b)
On June 29, 2025, Gregory A. Woods resigned from his positions as President and Chief Executive Officer of AstroNova, Inc. (the “Company”), and as a member of the Company’s Board of Directors, effective immediately.
(c)
On June 30, 2025, the Company announced that Darius G. Nevin, age 67, became the Company’s Interim President and Chief Executive Officer, effective June 29, 2025. Mr. Nevin has served on the Company’s Board of Directors since March 2025. Mr. Nevin is a highly respected finance executive with more than 30 years of experience, including as a former Chief Financial Officer of a publicly traded company and public company director on multiple boards. Mr. Nevin served for nine years as Chief Financial Officer at then publicly traded Protection One, Inc., one of the largest security monitoring companies in the United States during his tenure. In this role, he was instrumental in orchestrating a comprehensive financial turnaround that significantly enhanced operational efficiency, culminating in the successful sale of the company. Since 2016, he has served on the board of Alarm.com, a global leader in internet-of-things security and automation solutions. In 2022, Mr. Nevin joined the board of drug testing company Psychemedics Corporation, where he serves as Chairman. In addition, he served on the board of WCI Communities, Inc., a luxury homebuilder, from its initial public offering on the NYSE in 2013 until its sale in 2017. Mr. Nevin received a bachelor’s degree from Harvard University and an M.B.A. from the University of Chicago Booth School of Business.
Upon his appointment to Interim President and Chief Executive Officer, Mr. Nevin resigned from his positions as a member of the Audit Committee and the Human Capital and Compensation Committee of the Company’s Board of Directors.
The Company issued a press release on June 30, 2025 announcing Mr. Nevin’s appointment to Interim President and Chief Executive Officer and Mr. Woods’ resignation, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 8.01 | Other Matters. |
On June 29, 2025, in light of these material changes to the Board of Directors and management, the Board of Directors determined to postpone the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), previously scheduled for Wednesday, July 9, 2025. The Board of Directors will establish and announce a new date, time and location for the rescheduled 2025 Annual Meeting and a new record date for determining shareholders entitled to receive notice of, and vote at, the rescheduled 2025 Annual Meeting.
| Item 9.01 | Financial Statement and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Exhibit | |
| 99.1 | Press Release dated June 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
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.
| ASTRONOVA, INC. | ||||||
| Dated: June 30, 2025 | By: | /s/ Thomas D. DeByle | ||||
| Thomas D. DeByle | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||