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): August 27, 2019
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (980 ) 474-3700
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
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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. Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 27, 2019, the Board of Directors (the “Board”) of SPX Corporation (the “Company”) elected Meenal Sethna as director of the Company effective October 1, 2019. Also effective October 1, 2019, the Board appointed Ms. Sethna as a member of the Board’s Audit Committee and designated Ms. Sethna as an Audit Committee Financial Expert.
For her service through the Company’s 2020 Annual Meeting of Stockholders, Ms. Sethna will receive a cash retainer based on the annual cash retainer awarded to non-employee directors, but pro-rated for her period of service beginning as of the effective date of her election to the Board. In addition, she will receive an equity grant of time-vested restricted stock units of the Company having a grant date value based on the grant date value of the annual grant of restricted stock units awarded to non-employee directors, but pro-rated for the period of her service beginning as of the effective date of her election to the Board, which restricted shares vest, subject to her continued service on the Board, the day before the Company’s 2020 Annual Meeting of Stockholders. Such annual compensation for non-employee directors of the Company is set forth below:
Annual Retainer of Cash | $ | 75,000 | ||
Grant Date Value of Annual Award of Time-Vested Restricted Stock Units | $ | 130,000 | ||
A press release issued by the Company on September 3, 2019 announcing the election of Ms. Sethna is filed as Exhibit 99.1 hereto.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
SPX CORPORATION | ||
(Registrant) | ||
Date: September 3, 2019 | By: | /s/ John W. Nurkin |
John W. Nurkin | ||
Vice President, General Counsel and Secretary | ||
Exhibit 99.1
SPX Announces New Board Member
Meenal Sethna Appointed to the Board of Directors of SPX Corporation
CHARLOTTE, N.C., September 3, 2019 /Globe Newswire/ -- SPX Corporation (NYSE:SPXC) today announced Meenal Sethna as a new independent member of the Board of Directors of SPX Corporation, effective October 1, 2019. In addition to Board membership, Ms. Sethna has been appointed to serve on the Board’s Audit Committee.
“We’re very pleased to welcome another highly-talented board member to SPX. Meenal brings a complementary skill set in areas fundamental to our success,” said Gene Lowe, President and CEO of SPX Corporation. “Meenal has an outstanding track record of successfully managing organic and inorganic growth, including overseeing multiple acquisitions from due diligence through integration, and implementing company-wide processes to enhance performance. As a sitting CFO, Meenal brings a unique perspective, and we look forward to her contributions as a valued member of our team.”
Ms. Sethna currently serves as Executive Vice President and Chief Financial Officer of Littelfuse, Inc., a global, Nasdaq-listed company that provides circuit protection products with advancing platforms in power control and sensor technologies. Prior to joining Littelfuse, Ms. Sethna served as Vice President and Corporate Controller of Illinois Tool Works Inc. Previously she held various financial leadership roles at Motorola Solutions, Inc. and Baxter International Inc.
About SPX Corporation: SPX Corporation is a supplier of highly engineered products and technologies, holding leadership positions in the HVAC, detection and measurement, and engineered solutions markets. Based in Charlotte, North Carolina, SPX Corporation had approximately $1.4 billion in annual revenue in 2018 and approximately 4,000 employees in about 17 countries. SPX Corporation is listed on the New York Stock Exchange under the ticker symbol “SPXC.” For more information, please visit www.spx.com.
Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. Please read these results in conjunction with the company’s documents filed with the Securities and Exchange Commission, including the company’s most recent annual reports on Form 10-K. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. Actual results may differ materially from these statements. The words “believe,” “expect,” “anticipate,” “project” and similar expressions identify forward-looking statements. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. In addition, estimates of future operating results are based on the company’s current complement of businesses, which is subject to change.
SOURCE SPX Corporation.
Investor Contacts:
Paul Clegg, VP, Finance and Investor Relations
Phone: 980-474-3806
E-mail: spx.investor@spx.com
Pat Uotila, Manager, Investor Relations
Phone: 980-474-3806
E-mail: spx.investor@spx.com