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): November 3, 2022

MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of
incorporation) 0-11740 (Commission File Number) 84-0872291
(I.R.S. Employer
Identification No.)

12100 WEST SIXTH AVENUE, LAKEWOOD, Colorado
(Address of principal executive offices) 80228
(Zip Code)

Registrant’s telephone number, including area code: 303-987-8000

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 under Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	MLAB	The Nasdaq Stock Market LLC

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 7.01 REGULATION FD DISCLOSURE.

Effective November 3, 2022, Mesa Laboratories, Inc’s (“Mesa”) Board of Directors (“Board”), re-established the position of Lead Independent Director of the Board. Upon the recommendation of the Nominating and Governance Committee, the independent directors appointed current Board member Shiraz Ladiwala to the position. In connection with this appointment, the Board notes that Mr. Ladiwala is independent within the meaning of the listing standards of the Nasdaq and for purposes of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.

Mr. Ladiwala will receive compensation as a Lead Independent Director of Mesa under the director compensation policies and programs as adopted by the Board from time to time.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Press Release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

DATE: November 4, 2022		Mesa Laboratories, Inc.
		(Registrant)
	BY:	/s/ Gary M. Owens
		Gary M. Owens
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Mesa Laboratories, Inc. Appoints Shiraz Ladiwala as Lead Independent Director

Appointment is a Key Step in Enhancing Mesa’s Corporate Governance

Lakewood, Colorado, November 4, 2022 – Mesa Laboratories, Inc. (NASDAQ:MLAB) (“Mesa” or the “Company”) today announced that Shiraz Ladiwala has been appointed to serve as the Lead Independent Director of its Board of Directors (“Board”), effective November 3, 2022. Mr. Ladiwala assumes this newly re-created role as an expansion of his current responsibilities on the Board, on which he has served since October 2021.

Mr. Ladiwala was selected for this important role due to the thoughtful leadership and contributions he has made to the Board as well as the exceptional breadth of his professional experience.

Mr. Ladiwala said, “I am delighted to accept this leadership role on Mesa’s board that will enhance governance and accountability for the company. I look forward to working with Mr. Owens, Mr. Sullivan, and the rest of the board to further Mesa’s mission.”

“Mesa is committed to enhancing our corporate governance practices and I believe that the addition of a Lead Independent Director will help to improve our corporate oversight,” said Gary Owens, CEO, “and I look forward to a deepening partnership with Shiraz in this new role. Shiraz’s vast experience in building a world class Life Science Tools business is a great fit for where the Company is today and where we can grow in the future. We thank him for accepting the responsibility to lead and provide independent oversight of the Board and management.”

Mr. Ladiwala’s appointment as Lead Independent Director is a key step in a series of corporate governance enhancements on-going at Mesa.

About Mesa Laboratories, Inc.

Mesa is a global leader in the design and manufacturing of life science tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare and medical device industries. Mesa offers products and services through four divisions (Sterilization and Disinfection Control, Biopharmaceutical Development, Clinical Genomics, and Calibration Solutions) to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world.

CONTACT: Gary Owens; President and CEO, or John Sakys; CFO, both of Mesa Laboratories, Inc., +1-303-987-8000

For more information about the Company, please visit its website at www.mesalabs.com

XML

Document And Entity Information	Nov. 03, 2022
Document Information [Line Items]
Entity, Registrant Name	MESA LABORATORIES, INC.
Document, Type	8-K
Document, Period End Date	Nov. 03, 2022
Entity, Incorporation, State or Country Code	CO
Entity, File Number	0-11740
Entity, Tax Identification Number	84-0872291
Entity, Address, Address Line One	12100 WEST SIXTH AVENUE
Entity, Address, City or Town	LAKEWOOD
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80228
City Area Code	303
Local Phone Number	987-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MLAB
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000724004