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8-KThe WireRed Alert

Executive Change

Filed Jul 1, 2019 · 7y ago · Accession 0000090168-19-000016

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 29, 2019     SIFCO Industries, Inc. (Exact name of registrant as specified in its charter)             Ohio   1-5978   34-0553950 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)     970 East 64th Street, Cleveland Ohio   44103 (Address of principal executive offices)   (ZIP Code) Registrant’s telephone number, including area code: (216) 881-8600 N.A. (Former name or former address, if changed since last report.)   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 ( see General Instruction A.2. below):   o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 o 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.    ¨    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 Shares   SIF   NYSE American Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. SIFCO Industries, Inc. (the "Company") entered into a new Change in Control Agreement and Severance Agreement with Peter W. Knapper, President and Chief Executive Officer (replacing the Change in Control Agreement and Severance Agreement the Company and Mr. Knapper entered into when Mr. Knapper was appointed CEO in 2016), and entered into an amended Change in Control Agreement with Thomas R. Kubera, Chief Financial Officer effective June 29, 2019. Under the terms of Mr. Knapper's Change in Control Agreement and Severance Agreement, in the event of a qualifying termination (as such term is defined in the Change in Control Agreement and Severance Agreement) of Mr. Knapper’s employment, the Company will provide certain severance benefits to Mr. Knapper. Such severance benefits principally include (a) a lump-sum payment of 2.0 times Mr. Knapper’s annual salary preceding the date of termination and (b) continuation of certain medical and dental benefits for a period of 24 months. Additionally, in the event of a qualifying termination, long-term stock incentive awards held by Mr. Knapper shall vest on a pro-rata basis. Under the terms of Mr. Kubera's amended Change in Control Agreement, in the event of a qualifying termination (as such term is defined in the Change in Control Agreement) of Mr. Kubera's employment, the Company will provide certain severance benefits to Mr. Kubera. Such severance benefits principally include (a) a lump-sum payment equal to 1.5 times Mr. Kubera’s annual salary at the time of the qualifying termination, and (b) continuation of certain medical and dental benefits for a period of 24 months. The foregoing description of Mr. Knapper's Change in Control Agreement and Severance Agreement and Mr. Kubera's Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Change in Control Agreement and Severance Agreement, dated June 29, 2019, between SIFCO Industries, Inc. and Peter Knapper. 10.2 Change in Control Agreement, dated June 29, 2019, between SIFCO Industries, Inc. and Thomas R. Kubera.          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.             SIFCO Industries, Inc.     (Registrant)     Date: July 1, 2019         /s/ Thomas R. Kubera     Thomas R. Kubera     Chief Financial Officer     (Principal Financial Officer)
Filing details
Ticker
SIF
CIK
90168
Form type
8-K
Filing date
Jul 1, 2019
Report date
Jun 29, 2019
Document
a8-kcicxceocfoamendment062.htm
Size
147 KB