0000008063-18-000034.txt : 20181219 0000008063-18-000034.hdr.sgml : 20181219 20181219163302 ACCESSION NUMBER: 0000008063-18-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181214 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181219 DATE AS OF CHANGE: 20181219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASTRONICS CORP CENTRAL INDEX KEY: 0000008063 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 160959303 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07087 FILM NUMBER: 181243788 BUSINESS ADDRESS: STREET 1: 130 COMMERCE WAY STREET 2: - CITY: EAST AURORA STATE: NY ZIP: 14052-2191 BUSINESS PHONE: 716-805-1599 MAIL ADDRESS: STREET 1: 130 COMMERCE WAY STREET 2: - CITY: EAST AURORA STATE: NY ZIP: 14052-2191 FORMER COMPANY: FORMER CONFORMED NAME: ASTRONICS LUMINESCENT INC DATE OF NAME CHANGE: 19711209 8-K 1 a8k121818dirmoran.htm 8-K Document


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): December 14, 2018

ASTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
New York
 0-7087
16-0959303
(State of Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
130 Commerce Way
East Aurora, New York
14052
 
 
(Address of principal executive offices)
(Zip Code)

 
    
Registrant's telephone number, including area code: (716) 805-1599

N/A
(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))






Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 14, 2018, the Board of Directors of Astronics Corporation (the "Company" or “Astronics”) increased the size of the Company’s Board of Directors to nine members and elected Mark Moran as a director of the Company. He will serve on the Compensation Committee and the Nominating/Governance Committee.

There are no arrangements or understandings between Mr. Moran and any other person pursuant to which he was selected as a director of Astronics Corporation. There are no transactions to which Astronics Corporation is a participant and in which Mr. Moran has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K. There are no material plans, contracts or arrangements (whether or not written) to which Mr. Moran is a party or in which he participates that is entered into in connection with the election of Mr. Moran as a director.

As of the date of appointment, Mr. Moran is entitled to receive compensation and participate in the plans of the Company applicable to all of the Company's directors, as more particularly described on pages 5 and 6 of the Company's proxy statement filed April 20, 2018, under the sub-heading "Compensation of Directors".

On December 19, 2018, the Company issued a press release regarding the election of Mr. Moran. The text of the press release announcing the election is furnished as Exhibit 99.1 to this report.



Item 9.01 Financial Statements and Exhibits.

Press Release of Astronics Corporation dated December 19, 2018









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.

 
 
 
Astronics Corporation
Dated:
December 19, 2018
By:
/s/ David C. Burney
 
 
Name:
David C. Burney
 
 
 
Executive Vice President and     Chief Financial Officer
 
 
 
                        

            
                    
                        






EXHIBIT INDEX

Exhibit
Description
Press Release of Astronics Corporation dated December 19, 2018




EX-99.1 2 a121818exhibit991.htm EXHIBIT 99.1 Exhibit
NEWS RELEASE


For Immediate Release            
Astronics Corporation Appoints Mark Moran to Board of Directors
EAST AURORA, NY, December 19, 2018 – Astronics Corporation (Nasdaq: ATRO), a leading supplier of advanced technologies and products to the global aerospace, defense, and semiconductor industries, today announced the appointment of Mark Moran to its Board of Directors, effective December 14, 2018. The addition of Mr. Moran as an independent director brings the Astronics Board to nine directors, eight of whom are independent. He will serve on the Compensation Committee and the Nominating and Corporate Governance Committee.
Kevin T. Keane, Chairman of the Board, commented, “Mark’s leadership and extensive world-class aerospace experience enhances our already strong board. His operational insights, developed across global and regional airlines, will add valuable perspectives, especially as the Company enhances its position in the connected aircraft market.”
Mark Moran, age 62, brings significant aerospace engineering and operations experience spanning nearly 40 years. He spent 17 years with Continental Airlines prior to its acquisition by United. During his tenure, which included eight years as the head of Operations, Continental grew to the fifth largest airline with 2,600 daily flights to over 260 airports. He retired from his position as Chief Operating Officer with Continental in 2012. Prior to that, Mr. Moran served ten years with USAir/Piedmont, and before that, five years with Boeing Corporation (NYSE: BA). He is a graduate of Marquette University, where he earned a Bachelor of Science degree in Engineering.
About Astronics Corporation
Astronics Corporation (Nasdaq: ATRO) is a leading supplier of advanced technologies and products to the global aerospace, defense and semiconductor industries. Astronics’ products and services include advanced, high-performance electrical power generation and distribution systems, seat motion solutions, lighting and safety systems, avionics products, aircraft structures, systems certification and automated test systems. Astronics’ strategy is to increase its value by developing technologies and capabilities, either internally or through acquisition, and using those capabilities to provide innovative solutions to its targeted markets and other markets where its technology can be beneficial. Through its wholly owned subsidiaries, Astronics has a reputation for high-quality designs, exceptional responsiveness, strong brand recognition and best-in-class manufacturing practices. The Company routinely posts news and other important information on its website at www.astronics.com.
Safe Harbor Statement
This news release contains forward-looking statements as defined by the Securities Exchange Act of 1934. One can identify these forward-looking statements by the use of the words “expect,” “anticipate,” “plan,” “may,” “will,” “estimate” or other similar expressions. Because such statements apply to future events, they are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by the statements. Important factors that could cause actual results to differ materially from what may be stated here include the state of the aerospace, defense, consumer electronics and semiconductor industries, the market acceptance of newly developed products, internal production capabilities, the timing of orders received, the status of customer certification processes and delivery



schedules, the demand for and market acceptance of new or existing aircraft which contain the Company’s products, the need for new and advanced test and simulation equipment, customer preferences and other factors which are described in filings by Astronics with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking information in this news release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.

For more information, contact:
Company                        Investors
David Burney, CFO                     Deborah K. Pawlowski
Astronics Corporation                    Kei Advisors LLC    
T: 716.805.1599 x 159                    T: 716.843.3908
david.burney@astronics.com                dpawlowski@keiadvisors.com


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