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 Act of 1934
Date of Report (Date of earliest event reported): October 18, 2018
LSI INDUSTRIES INC.
(Exact name of Registrant as specified in its Charter)
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Ohio
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01-13375
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31-0888951
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10000 Alliance Road, Cincinnati, Ohio
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45242
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code (513) 793-3200
(Former name or former address, if changed since last report.)
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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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☐
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).
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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 18, 2018 Andrew J. Foerster resigned from his position as Executive Vice President and Chief Technology Officer of LSI Industries Inc. ("LSI" or the "Company").
In connection with his departure, Mr. Foerster and LSI entered into a Separation Agreement and Release dated October 18, 2018 (the "Separation Agreement") pursuant to which Mr. Foerster will receive twenty-six (26) weeks of salary continuation and six (6) months of Company paid COBRA coverage. In addition, Mr. Foerster will receive payment for all of his earned and unused paid time off. Mr. Foerster will be able to exercise vested share-based awards in accordance with LSI's stock incentive plans. The Separation Agreement also contains confidentiality and non-compete provisions.
The above summary description of the Separation Agreement does not purport to be complete and is qualified in its entirety to the full text of the Separation Agreement filed as an exhibit to this report. The Separation Agreement is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Financial statements of business acquired. Not applicable.
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(b)
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Pro forma financial information. Not applicable.
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(c)
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Shell company transactions. Not applicable.
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(d)
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Exhibits.
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Exhibit No
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Description
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10.1
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Separation Agreement between LSI and Andrew J. Foerster dated October 18, 2018.
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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.
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LSI INDUSTRIES INC.
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BY:/s/ Howard E. Japlon
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Howard E. Japlon
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Executive Vice President, Human Resources & General Counsel
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October 23, 2018