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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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FORM 8-K |
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CURRENT REPORT Pursuant |
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to Section 13 or 15(d) of the |
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Securities Exchange Act of 1934 |
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Date of report (Date of earliest event reported): December 14, 2018 |
CVD EQUIPMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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New York |
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1-16525 |
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11-2621692 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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355 South Technology Drive Central Islip, New York |
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11722 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (631) 981-7081
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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).
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Emerging growth company ☐ |
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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 1.01 |
Entry into a Material Definitive Agreement |
On December 14, 2018, the Board of Directors the (“Board”) of CVD Equipment Corporation (the “Corporation”) approved the following annual compensation for each of the non-employee directors of the Corporation, effective January 1, 2019:
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Annual Retainer Payable to each non-employee director: |
$50,000 per year (payable $20,000 in cash & | |
| $30,000 in restricted stock) | ||
| Additional Fees Payable to Committee Chairs: | ||
| Audit Committee Chair: | $25,000 per year (payable $10,000 in cash & | |
| $15,000 in restricted stock) | ||
| Strategic Planning Committee Chair: | $10,000 per year (payable $4,000 in cash & | |
| $6,000 in restricted stock) | ||
| Compensation Committee Chair: | $5,000 per year (payable $2,000 in cash & | |
| $3,000 in restricted stock) | ||
| Nominating, Gov. & Compliance | $5,000 per year (payable $2,000 in cash & | |
| Committee Chair: | $3,000 in restricted stock) | |
| Independent Lead Director: | $30,000 (payable in all cash) |
The restricted stock payable to each non-employee director as set forth above was issued as of January 15, 2019, at an exercise price per share equal to $3.99. The restricted stock shall vest ratably on a quarterly basis from the date of grant on the last day of each calendar quarter, except that with regards to the fourth quarter, such vesting date shall be the earlier of December 31st or the date of the Corporation’s next annual meeting of shareholders, but in no event earlier than November 15th. In the event that such non-employee director is no longer serving as a director on the scheduled vesting date, then such un-vested shares of restricted stock shall be cancelled. The foregoing shares of restricted stock shall immediately fully vest in the event of change of control of the Corporation.
Stock Option Grant
On January 15, 2019, each non-employee director of the Board also received as additional compensation a one-time grant of options to purchase 15,000 shares of the Corporation’s common stock at an exercise price equal to $5.00 per share, which shall vest twelve months from the date of issuance. Such options shall be exercisable for ten years from the date of vesting. In the event that such non-employee director is no longer serving as a director on the scheduled vesting date, then such un-vested option shall be cancelled. The foregoing options shall immediately fully vest in the event of change of control of the Corporation.
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 thereunto duly authorized.
Date: February 28, 2019
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CVD EQUIPMENT CORPORATION |
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By: |
/s/ Leonard A. Rosenbaum |
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Name: |
Leonard A. Rosenbaum |
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Title: |
Chairman, President and Chief Executive Officer |