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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
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Date of Report (Date of Earliest Event Reported):
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March 16, 2017
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RELM Wireless Corporation
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(Exact name of registrant as specified in its charter)
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Nevada
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001-32644
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59-3486297
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7100 Technology Drive, West Melbourne, FL
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32904
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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:
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(321) 984-1414
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N/A
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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:
[ ] 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))
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 17, 2017, the Board of Directors (the “Board”) of
RELM Wireless Corporation (the “Company”) appointed D.
Kyle Cerminara, one of the Company’s current directors, as
the Chairman of the Board, replacing Timothy W. O’Neil,
effective immediately. On March 16, 2017, Mr. O’Neil notified
the Board of his resignation from the Board, effective immediately.
There was no disagreement between Mr. O’Neil and the Company
on any matter relating to the Company’s operations, policies
or practices.
In
addition, on March 17, 2017, the Board appointed Charles T.
Lanktree, Ryan R.K. Turner, John W. Struble and Michael R. Dill to
the Board, effective immediately. Messrs. Lanktree, Turner, Struble
and Dill are independent under the rules of the Securities and
Exchange Commission (the "SEC") and the NYSE MKT’s listing
standards for purposes of serving on the Board, Messrs. Struble and
Dill meet enhanced independence requirements for serving on the
audit committee, and Mr. Struble qualifies as an “audit
committee financial expert.”
With
the addition of the new directors, the size of the Board was set at
seven, and the committees of the Board were reconstituted as
follows: (1) Audit Committee: John W. Struble (chair), General E.
Gray Payne and Michael R. Dill; (2) Compensation Committee: D. Kyle
Cerminara (chair), Charles T. Lanktree, General E. Gray Payne,
Michael R. Dill and Ryan R.K. Turner; and (3) Nominating and
Governance Committee: D. Kyle Cerminara (chair), Lewis M. Johnson
and General E. Gray Payne.
Mr.
Lanktree, age 67, has served as President and Chief Executive
Officer of Eggland’s Best, LLC, a joint venture between
Eggland’s Best, Inc. and Land O’Lakes, Inc.
distributing nationally branded eggs, since 2012. Since 1997, Mr.
Lanktree has served as President and Chief Executive Officer of
Eggland’s Best, Inc., a franchise-driven consumer egg
business, where he previously served as the President and Chief
Operating Officer from 1995 to 1996 and Executive Vice President
and Chief Operating Officer from 1990 to 1994. Mr. Lanktree
currently serves on the Board of Directors of Eggland’s Best,
Inc. and several of its affiliates and on the Board of Directors of
Ballantyne Strong, Inc. (NYSE MKT: BTN), a publicly traded holding
company with cinema and digital media divisions. From 2010 to 2013,
he served on the Board of Directors of Eurofresh Foods, Inc., a
privately held company, and from 2004 to 2013, he was on the Board
of Directors of Nature’s Harmony Foods, Inc. Prior to joining
Eggland’s Best, Inc., Mr. Lanktree served as the President
and Chief Executive Officer of American Mobile Communications, Inc.
from 1987 to 1990 and as the President and Chief Operating Officer
of Precision Target Marketing, Inc. from 1985 to 1987. From 1976 to
1985, he held various executive-level marketing positions with The
Grand Union Company and Beech-Nut Foods Corporation. Mr. Lanktree
received an MBA from the University of Notre Dame and a B.S. in
Food Marketing from St. Joseph’s College. He also served in
the U.S. Army and U.S. Army Reserves from 1971 to 1977. Mr.
Lanktree brings extensive operational and leadership experience,
wireless communications industry experience, and public company
experience to the Board.
Mr.
Turner, age 38, has served as Vice President of Strategic
Investments for Ballantyne Strong, Inc., a publicly traded holding
company with cinema and digital media divisions, since 2016. He
previously served as Director of Business Development for
Ballantyne Strong, Inc. from 2015 to 2016. From 2012 to 2015, Mr.
Turner served as Director of Research and Research Analyst for
Fundamental Global Investors, LLC, an SEC registered investment
advisor that manages equity and fixed income hedge funds and,
together with Ballantyne Strong, is the largest stockholder of the
Company. Prior to joining Fundamental Global Investors, LLC, Mr.
Turner worked as an Associate Analyst at T. Rowe Price from 2006 to
2012, and as an Associate in the Product Services & Development
Department at AST Trust Company from 2002 to 2006. Mr. Turner
received an MBA from the Robert H. Smith School of Business at the
University of Maryland and a B.S. in Business Administration from
the University of Arizona. Mr. Turner holds the Chartered Financial
Analyst (CFA) designation. Mr. Turner brings extensive investment
analysis, capital allocation and business development experience to
the Board.
Mr.
Struble, age 40, has served as Chief Financial Officer of IntraPac
International Corporation, a private-equity owned manufacturing
company, since December 2013, where he is responsible for the
finance, information technology and human resources functions. From
May 2012 to December 2013, he served as Corporate Controller and
Treasurer of IntraPac. From May 2010 to May 2012, he served as
Corporate Controller (Operations) of Euramax International, Inc.,
where he was responsible for the accounting and finance functions
for the North American operations. Euramax is a public company that
produces aluminum, steel, vinyl and fiberglass products for OEM,
distributors, contractors, and home centers in North America and
Europe. Prior to that, he was Controller of Rock-Tenn Company, from
December 2008 to February 2010. Mr. Struble is a Certified Public
Accountant. He received an MBA from the University of Georgia and a
B.S. in Business Administration from the State University of New
York at Buffalo. Mr. Struble brings extensive experience in the
accounting/finance field to the Board.
Mr.
Dill, 51, has served as President of the Aerospace, Power
Generation and General Industrial divisions at AFGlobal
Corporation, a privately-held, integrated technology and
manufacturing company, since 2014. Prior to joining AFGlobal, Mr.
Dill held various positions in the Aerospace and Defense division
of CIRCOR International, a publicly traded global manufacturer of
highly engineered environment products, including serving as Group
Vice President from 2009 to 2014, Vice President of Business
Development and Strategy from 2010 to 2011 and Director of
Continuous Improvement from 2009 to 2011. From 2007 to 2009, he
served as a Business Unit Director and Facility Leader within the
aerospace group of Parker Hannifin Corporation, a publicly traded
diversified manufacturer of motion and control technologies and
systems. Before joining Parker Hannifin Corporation, he held
various positions with Shaw Aero Devices, Inc., a producer of
aerospace components and equipment, from 1996 to 2007, and Milliken
and Company, a manufacturing company, from 1988 to 1996. Mr. Dill
received a B.S. in Management from the Georgia Institute of
Technology. Mr. Dill brings over 20 years of extensive leadership
and operational experience to the Board, including experience in
developing and implementing strategic plans.
There
are no agreements or understandings between Messrs. Lanktree,
Turner, Struble and Dill and any other person pursuant to which
they were elected to the Board. Messrs. Lanktree, Turner, Struble
and Dill are not parties to any transaction, or series of
transactions, required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Messrs.
Lanktree, Turner, Struble and Dill will participate in the
Company’s standard non-employee director compensation
arrangements.
On
March 17, 2017, the Board amended the RELM Wireless Corporation
2007 Incentive Compensation Plan (the “Plan”) to
eliminate automatic grants of stock options to purchase 5,000
shares of the Company’s common stock to non-employee
directors upon new directors joining the Board. The amendment to
the Plan (the “Amendment”) is effective
immediately.
The
foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and is
incorporated herein by reference.
On
March 17, 2017, the Compensation Committee of the Board (the
“Committee”) approved base salaries for 2017, payment
of 2016 cash bonuses and grants of stock options to the
Company’s employees, including its executive officers, under
the Plan, based on management’s recommendations and the
employees’ performance.
The new base
salaries for the Company’s executive officers are as follows:
(i) Timothy A. Vitou, President, $250,000; (ii) William P. Kelly,
Executive Vice President and Chief Financial Officer, $200,000; and
(iii) James E. Gilley, Vice President and Chief Technology Officer,
$150,000. The Committee also approved 2016 cash bonuses of $115,000
to each of Mr. Vitou and Mr. Kelly and $50,000 to Mr.
Gilley.
In addition,
on March 17, 2017, the Committee granted non-qualified stock
options to Messrs. Vitou, Kelly and Gilley to purchase 25,000,
25,000 and 10,000 shares, respectively, of the Company’s
common stock, at an exercise price of $5.10 per share. The stock
options have ten-year terms and become exercisable in five annual
installments beginning on the first anniversary of the grant date.
The options are subject to the terms and conditions of their
respective Stock Option Agreements, a form of which has been
previously filed with the SEC.
The foregoing
descriptions of the stock options in this Current Report are
summaries only, do not purport to be complete, and are qualified in
their entirety to the full text of their respective agreements, a
form of which has been previously filed with the SEC.
On
March 17, 2017, the Board of Directors of the Company approved a
quarterly dividend of $0.09 per share of the Company’s common
stock, payable on April 17, 2017 to shareholders of record of the
Company’s common stock as of the close of business on March
31, 2017.
Item
9.01
Financial
Statements and Exhibits.
Amendment to the
RELM Wireless Corporation 2007 Incentive Compensation Plan,
effective as of March 17, 2017.
Press Release,
dated March 17, 2017, regarding board composition
changes.
Press Release,
dated March 17, 2017, regarding quarterly dividend.
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.
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RELM
WIRELESS CORPORATION |
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By:
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/s/
William
P. Kelly
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William
P. Kelly |
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Executive Vice
President and
Chief
Financial Officer
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Date:
March 21, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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Amendment
to the RELM Wireless Corporation 2007 Incentive Compensation Plan,
effective as of March 17, 2017.
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Press
Release, dated March 17, 2017, regarding board composition
changes.
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Press
Release, dated March 17, 2017, regarding quarterly
dividend.
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