8-K

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): February 26, 2019

DMC Global Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-8328	84-0608431
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5405 Spine Road

Boulder, Colorado  80301

(Address of Principal Executive Offices, Including Zip Code)

(303) 665-5700

(Registrant’s Telephone Number, Including Area Code)

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:

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2019, Andrea E. Bertone was appointed to serve on the Board of Directors (the “Board”) of DMC Global Inc. (the “Company”).

Ms. Bertone brings to the Board nearly 20 years of senior management experience and has spent the majority of her career in the energy industry. She most recently was President of Duke Energy International LLC (“Duke Energy”). Prior to serving as President of Duke Energy, Ms. Bertone spent nearly 10 years in increasing senior management roles with Duke Energy and its respective subsidiary companies. Ms. Bertone also currently serves on the Board of Directors of Yamana Gold Inc., where she is also a member of the audit committee, and Peabody Energy Corporation. Ms. Bertone is a graduate of the University of São Paulo, Brazil, Chicago-Kent College of Law, and she also completed a finance program for senior executives at Harvard Business School.

The Board appointed Ms. Bertone to its Audit Committee and Corporate Governance and Nominating Committee, having previously determined that she satisfies all applicable requirements to serve on such committees.

Ms. Bertone will be compensated for her service as a director in accordance with the Company’s standard director compensation program.

There are no family relationships between Ms. Bertone and any officer or other director of the Company or any related party transactions involving Ms. Bertone and the Company.  There is no arrangement or understanding between Ms. Bertone and any other person pursuant to which she was selected as a director.

A copy of the press release announcing Ms. Bertone’s appointment is included as Exhibit 99.1 hereto.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release, February 27, 2019

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.

	DMC Global Inc.
Dated: February 27, 2019	By:	/s/ Michael Kuta
		Michael Kuta
		Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:	CONTACT:
	Geoff High, Vice President of Investor Relations
	303-604-3924

ANDREA BERTONE APPOINTED TO DMC GLOBAL’S BOARD OF DIRECTORS

BOULDER, Colo. - February 27, 2019 - DMC Global (Nasdaq: BOOM) today announced its board of directors has elected Andrea Bertone as an independent director.

Ms. Bertone has more than 20 years of senior management experience and has spent the majority of her career in the energy industry. She most recently was President of Duke Energy International LLC, a subsidiary of Houston-based Duke Energy Corp, the largest utility in the United States. Ms. Bertone spent seven years leading operations across South and Central America, and reported directly to Duke Energy’s Chief Executive Officer. She previously spent nearly 10 years in a variety of senior management roles with Duke Energy. Prior to her time at Duke Energy, Ms. Bertone was Latin America counsel with Baker & McKenzie. 

Ms. Bertone is on the boards of Peabody Energy, Inc. and Yamana Gold Inc., where she also serves on their audit committees. She earned a juris doctor from the University of São Paulo, Brazil, and a LLM degree from Chicago-Kent College of Law. She is a member of the Brazilian Bar Association, and in 2013, received the Alumni of Distinction Award from Chicago-Kent College of Law. In 2016, she was recognized by the National Safety Council through their annual “CEOs Who Get It” program, as a leader who demonstrates personal commitment to worker safety and health.

“Andrea’s extensive experience leading a multinational company and overseeing global operations will provide important perspective to the DMC board,” said David Aldous, DMC’s chairman. “Andrea also brings an expansive background in mergers and acquisitions, financial analysis, risk management, and health, environment, safety and security matters. We are pleased she has joined our board and look forward to her contributions.”

About DMC

Based in Boulder, Colorado, DMC operates in two sectors: oilfield products and services, and industrial infrastructure. The oilfield products and services sector is served by DynaEnergetics, an international developer, manufacturer and marketer of advanced explosive components and systems used to perforate oil and gas wells.  The industrial infrastructure sector is served by DMC’s NobelClad business, the world’s largest manufacturer of explosion-welded clad metal plates, which are used to fabricate capital equipment utilized within various process industries and other industrial sectors.   For more information, visit the Company’s website at: http://www.dmcglobal.com.