8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C.20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December11, 2018

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National Presto Industries, Inc.

(Exact name of registrant as specified in this chapter)

Wisconsin	1-2451	39-0494170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3925 North Hastings Way Eau Claire, Wisconsin	54703-3703
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: 715-839-2121

N/A

(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:

☐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 240.13a-4(c))

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 (17 CFR §240.12b-2).

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

On December 11, 2018, the Board of Directors of National Presto Industries, Inc. (“Company”) appointed Douglas J. Frederick to the newly created position of Chief Operating Officer of the Housewares/Small Appliance segment effective January 1, 2019. Mr. Frederick will continue to serve in the roles of Vice President, Secretary and General Counsel while also serving as Chief Operating Officer. Mr. Frederick has been Vice President of the Company since May 2018, Secretary of the Company since November 2009, and General Counsel of the Company since January 2009. He joined the Company as corporate counsel in 2007. Mr. Frederick’s annual base salary will increase to $350,000 as a result of his additional duties as Chief Operating Officer of the Housewares/Small Appliance segment effective January 1, 2019. 

The information required by Item 5.02(c)(2) of Form 8-K regarding Mr. Frederick is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 16, 2018 and the Company’s Proxy Statement for the Annual Meeting of Stockholders held on May 15, 2018 filed with the SEC on April 9, 2018 and is incorporated herein by reference.

A copy of the press release announcing Mr. Frederick’s appointment as Chief Operating Officer of the Housewares/Small Appliance segment is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of National Presto Industries, Inc. dated December14, 2018

Forward looking statements in this Form 8-K are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. There are certain important factors that could cause results to differ materially from those anticipated by some of the statements made herein. Investors are cautioned that all forward looking statements involve risks and uncertainty. In addition to the factors discussed above, among the other factors that could cause actual results to differ materially are the following: government defense spending and defense requirements; termination for the convenience of the government; interest rates; continuity of relationships with and purchases by the United States Government and other major customers; unexpected problems or events experienced by subcontractors, team members, or their respective suppliers or subcontractors; product mix; competitive pressure on pricing; increases in material, freight/shipping, labor or other production costs that cannot be recouped through pricing; and such other factors as may be described from time to time in the Registrant’s SEC filings.

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.

	National Presto Industries, Inc.
	(Registrant)
Date: December14, 2018	By:	/s/ Maryjo Cohen
		(Signature) Maryjo Cohen, President
		and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

NEWS RELEASE	CONTACT: Randy Lieble
FOR IMMEDIATE RELEASE	(715) 839-2164

NATIONAL PRESTO INDUSTRIES, INC. NAMES

CHIEF OPERATING OFFICER OF THE HOUSEWARES/SMALL APPLIANCE SEGMENT

Eau Claire, Wisconsin (December 14, 2018) — National Presto Industries, Inc. (NYSE: NPK) announced today that during its December 11, 2018, meeting, the Board of Directors elected the Company’s Vice President and Secretary, Douglas J. Frederick, to the new position of Chief Operating Officer of the Housewares and Small Appliance segment effective January 1, 2019.

Maryjo Cohen, President, stated, “Mr. Frederick is ideal for the new position. In his current roles, he has demonstrated not only superb business acumen, but also a passion for the housewares and small appliance side of the business.  He joined Presto as Corporate Counsel in September 2007 with expertise in intellectual property matters including patent, trademark, and copyright law. Mr. Frederick was promoted to the position of General Counsel in January 2009, Secretary in November 2009, and Vice President in May 2018. He was previously a litigation attorney with Rider Bennett, LLP, in Minneapolis and holds both a Doctor of Jurisprudence degree and Ph.D. in Mass Communications from the University of Iowa.”

National Presto Industries, Inc. operates in two business segments. The Housewares/Small Appliance segment designs and sells small household appliances and pressure cookers under the PRESTO® brand name. It also designs and markets the first self-service/self-reloadable fire extinguisher: the Rusoh® Eliminator® fire extinguisher. The segment is recognized as an innovator of new products. The Defense segment manufactures a variety of products, including medium caliber training and tactical ammunition, energetic ordnance items, fuzes, and cartridge cases.

This release contains “forward looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that are subject to certain risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from historical results and those presently anticipated or projected. In addition to the factors discussed above, other important risk factors are delineated in the Company’s various SEC filings.