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):  December 21, 2023

 ________________

 SMITH-MIDLAND CORPORATION

(Exact name of Registrant as specified in its charter)

 __________________

Delaware	1-13752	54-1727060
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 300, 5119 Catlett Road

Midland, Virginia 22728

(Address of principal executive offices)

Registrant’s telephone number, including area code: (504) 439-3266

___________________

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 Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	SMID	NASDAQ

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

On December 21, 2023, Wesley A. Taylor retired from the Board of Directors of Smith-Midland Corporation (the “Company”) and Ms. Read Van de Water was appointed as a director to fill the vacancy resulting from Mr. Taylor’s retirement. The initial term as director for Ms. Van de Water will expire on the date of the Company’s 2024 annual meeting of stockholders. Ms. Van de Water is independent under The NASDAQ Marketplace Rules and the Company’s criteria for determining director independence. On December 27, 2023, Ms. Read Van de Water was appointed as the Chairman of the Company’s Nominating and Governance Committee, replacing Mr. Taylor.

Ms. Van de Water has served as Senior Vice President of External Affairs Safran USA since 2011. Safran USA is an international high-technology aerospace, defense, and space company. Ms. Van de Water served as Chairman of the Board for the National Mediation Board from 2005 to 2009 and was a board member from 2003 to 2009. Ms. Van de Water served as the Assistant Secretary for Aviation & International Affairs for the U.S. Department of Transportation from 2001 to 2003 and as Legislative Counsel of International Trade and Health Care for The Business Roundtable from 1997 to 2001. Ms. Van de Water received her J.D. from The Georgetown University Law Center. She is also a graduate of Elliot School of International Affairs at George Washington University, and The University of the South: Sewanee.

There are no arrangements or understandings between Ms. Van de Water and any other person pursuant to which Ms. Van de Water was elected to serve as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

On December 27, 2023, Mr. Matthew Smith was appointed as a member of the Board of Directors of the Company. The initial term as director for Mr. Smith will expire on the date of the Company’s 2024 annual meeting of stockholders.

Mr. Smith is the Vice President of Sales & Marketing at Smith-Midland and the President of Concrete Safety Systems, the barrier rental division of Smith-Midland. He has served in these roles since 2008 and 2015, respectively. Prior to this appointment, Mr. Smith served as an Advisor to the Board. He is active in the local community, serving as a member of the Board of Directors for Leadership Fauquier and as a Fauquier County Planning Commissioner. Mr. Smith is a past president and current board member of the Precast Concrete Association of Virginia. He has a bachelor’s degree in business administration from Bridgewater College.

There are no arrangements or understandings between Mr. Smith and any other person pursuant to which Mr. Smith was elected to serve as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

On December 28, 2023, the Company issued a press release announcing the above-detailed changes. The press release issued by the Company in connection with the announcement is attached hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit No	Exhibit Description
99.1	Press release, dated December 28, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information filed as Exhibit 99.1 to this Form 8-K is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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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.

	SMITH-MIDLAND CORPORATION
Dated: December 28, 2023	By:	/s/ Stephanie Poe
		Stephanie Poe
		Chief Financial Officer

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EX-99.1

EXHIBIT 99.1 

Smith-Midland Appoints New Members to its Board of Directors

MIDLAND, VA – December 28, 2023 – Smith-Midland Corporation (NASDAQ: SMID), a provider of innovative, high-quality proprietary and patented precast concrete products and systems, has appointed Ms. Read Van de Water and Mr. Matthew Smith to its Board of Directors. Ms. Van de Water was elected as the Chairman of the Nominating and Governance Committee.

Ms. Van de Water is the Senior Vice President, External Affairs at Safran USA, an international high-technology aerospace, defense, and space company. Prior to taking on her current role at Safran USA, She served as the Chairman and member of The National Mediation Board from 2003 to 2009. Ms. Van de Water served as the Assistant Secretary for Aviation and International Affairs for the U.S. Department of Transportation from 2001 to 2003 and as Legislative Counsel of International Trade and Health Care for The Business Roundtable from 1997 to 2001. Ms. Van de Water received her J.D. from The Georgetown University Law Center and is also a graduate of Elliot School of International Affairs at George Washington University, and The University of the South: Sewanee.

"I am honored to be welcomed as a new board member of Smith-Midland,” said Ms. Van de Water. “I'm joining a team of hard-working and innovative professionals and I share their dedication to providing superior products and services."

Matthew Smith is the Vice President of Sales & Marketing at Smith-Midland and the President of Concrete Safety Systems, the barrier rental division of Smith-Midland. He has served in these roles since 2008 and 2015, respectively. Prior to this appointment, Mr. M. Smith served as an Advisor to the Board. He is active in the local community, serving as a member of the Board of Directors for Leadership Fauquier and as a Fauquier County Planning Commissioner. Mr. M. Smith is a past president and current board member of the Precast Concrete Association of Virginia. He has a bachelor’s degree in business administration from Bridgewater College.

“I am thrilled to embark on this new chapter as a Director on the Board of Directors at Smith-Midland,” said Mr. M. Smith. “I’m looking forward to continuing the vision that started with my grandfather and collaborating with fellow leaders in steering the course toward continued success and innovation."

 “Read brings both a diverse background and skillset not previously represented on our Board, and will add depth to critical areas for the Company,” said Ashley B. Smith, CEO of Smith-Midland Corporation. “Matthew is a respected leader with a valuable perspective that will benefit the Company. We look forward to the contributions of Read and Matthew to strategically grow our business while focusing on the Company’s core values of safety, quality, and innovation as well as driving shareholder value.”

Ms. Van de Water will be replacing long-term board member Mr. Wesley A. Taylor who announced his retirement upon the appointment of Ms. Van de Water. Mr. Taylor served as Vice President of Administration of the Company from 1989 until 2017 and had served on the Board as a Director since 1994.

“Wes has been an integral part of the Smith-Midland team the past 34 years as both an employee and as a director,” said Ashley B. Smith, Chairman. “His dedication, diligence, and foresight will be greatly missed and we wish him well in his future endeavors.”

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About Smith-Midland Corporation

Smith-Midland develops, manufactures, licenses, rents, and sells a broad array of precast concrete products and systems for use primarily in the construction, transportation, and utility industries. 

Smith-Midland Corporation has three manufacturing facilities, located in Midland, VA, Reidsville, NC, and Columbia, SC, and a J-J Hooks^® Safety Barrier rental firm, Concrete Safety Systems. Easi-Set Worldwide, a wholly owned subsidiary of Smith-Midland Corporation, licenses the production and sale of Easi-Set products, including J-J Hooks and SlenderWall^®, and provides diversification opportunities to the precast industry worldwide. For more information, please call (540) 439-3266 or visit www.smithmidland.com.

Forward-Looking Statements

This announcement contains forward-looking statements, which involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. Factors which might cause such a difference include, but are not limited to, product demand, the impact of competitive products and pricing, capacity and supply constraints or difficulties, inflationary factors including potential recession, general business and economic conditions, our debt exposure, our high level of accounts receivables, the effect of the Company's accounting policies and other risks detailed in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.

Media Inquiries:

scrandall@midlandadvertising.com

(540) 439-8056

Sales Inquiries:

info@smithmidland.com

(540) 439-3266

Investor Relations:

Steven Hooser or John Beisler

Three Part Advisors, LLC

(214) 872-2710

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XML

Cover	Dec. 21, 2023
Cover [Abstract]
Entity Registrant Name	SMITH-MIDLAND CORPORATION
Entity Central Index Key	0000924719
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Dec. 21, 2023
Entity File Number	1-13752
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	54-1727060
Entity Address Address Line 1	P.O. Box 300
Entity Address Address Line 2	5119 Catlett Road
Entity Address City Or Town	Midland
Entity Address State Or Province	VA
Entity Address Postal Zip Code	22728
City Area Code	504
Local Phone Number	439-3266
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	SMID
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false