8-K 1 a8-kcicxceocfoamendment062.htm 8-K CIC - CEO & CFO AMENDMENT 06.29 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) – June 29, 2019
  
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter) 
 
 
 
 
 
Ohio
 
1-5978
 
34-0553950
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
970 East 64th Street, Cleveland Ohio
 
44103
(Address of principal executive offices)
 
(ZIP Code)
Registrant’s telephone number, including area code: (216) 881-8600
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): 
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))
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
o
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.   ¨  
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Shares
 
SIF
 
NYSE American




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
SIFCO Industries, Inc. (the "Company") entered into a new Change in Control Agreement and Severance Agreement with Peter W. Knapper, President and Chief Executive Officer (replacing the Change in Control Agreement and Severance Agreement the Company and Mr. Knapper entered into when Mr. Knapper was appointed CEO in 2016), and entered into an amended Change in Control Agreement with Thomas R. Kubera, Chief Financial Officer effective June 29, 2019.

Under the terms of Mr. Knapper's Change in Control Agreement and Severance Agreement, in the event of a qualifying termination (as such term is defined in the Change in Control Agreement and Severance Agreement) of Mr. Knapper’s employment, the Company will provide certain severance benefits to Mr. Knapper. Such severance benefits principally include (a) a lump-sum payment of 2.0 times Mr. Knapper’s annual salary preceding the date of termination and (b) continuation of certain medical and dental benefits for a period of 24 months. Additionally, in the event of a qualifying termination, long-term stock incentive awards held by Mr. Knapper shall vest on a pro-rata basis.

Under the terms of Mr. Kubera's amended Change in Control Agreement, in the event of a qualifying termination (as such term is defined in the Change in Control Agreement) of Mr. Kubera's employment, the Company will provide certain severance benefits to Mr. Kubera. Such severance benefits principally include (a) a lump-sum payment equal to 1.5 times Mr. Kubera’s annual salary at the time of the qualifying termination, and (b) continuation of certain medical and dental benefits for a period of 24 months.

The foregoing description of Mr. Knapper's Change in Control Agreement and Severance Agreement and Mr. Kubera's Change in Control Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits


      
 
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.
 

 
 
 
 
 
SIFCO Industries, Inc.
 
 
(Registrant)
 
 
Date: July 1, 2019
 
 
 
 
/s/ Thomas R. Kubera
 
 
Thomas R. Kubera
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)