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Executive Change

Filed Mar 28, 2025 · 1y ago · Accession 0001193125-25-067070

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): March 28, 2025     ASTRONOVA, INC. (Exact name of registrant as specified in its charter)       Rhode Island   0-13200   05-0318215 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.) 600 East Greenwich Avenue West Warwick , RI 02893 (Address of principal executive offices) (Zip Code) (401) 828-4000 Registrant’s telephone number, including area code Not applicable (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):     ☐ 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, $0.05 Par Value   ALOT   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 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. ☐       Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 28, 2025, our Board of Directors increased the size of the Board of Directors to six members and elected Darius G. Nevin as a director for a term expiring at our 2025 annual meeting of shareholders. In connection with his election as a director, Mr. Nevin was appointed to serve on the Board of Directors’ Audit Committee and Human Capital and Compensation Committee. The Board of Directors has determined that Mr. Nevin is independent under the rules of the NASDAQ Stock Market. In connection with his service as a director, Mr. Nevin will receive compensation in accordance with our Amended and Restated Non-Employee Director Annual Compensation Program, which is described in our definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2024. We and Mr. Nevin will enter into an Indemnification Agreement in the form filed as Exhibit 10.1 hereto. There is no arrangement or understanding between Mr. Nevin and any other persons pursuant to which he was selected as a director. In addition, Mr. Nevin does not have an interest in any transaction with us or any of our subsidiaries that would be reportable pursuant to Item 404(a) of Regulation S-K under the Exchange Act. On March 28, 2025, we issued a press release, a copy of which is filed as Exhibit 99.1 hereto, announcing the election of Mr. Nevin to our Board of Directors.   Item 9.01 Financial Statement and Exhibits.   (d) Exhibits   Exhibit No.    Exhibit 10.1    Form of Indemnification Agreement for directors and officers, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended October 30, 2021, and incorporated by reference herein. 99.1    Press Release dated March 28, 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: March 28, 2025     By:   /s/ Gregory A. Woods       Gregory A. Woods       President and Chief Executive Officer
Filing details
Ticker
ALOT
CIK
8146
Form type
8-K
Filing date
Mar 28, 2025
Report date
Mar 28, 2025
Document
d831074d8k.htm
Size
158 KB