sypr20200409_8k.htm

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): April 6, 2020

 


 

Sypris Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-24020

 

61-1321992

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

         

101 Bullitt Lane, Suite 450

 

 

 

 

Louisville, Kentucky

 

 

 

40222

(Address of Principal

Executive Offices)

 

 

 

(Zip Code)

 

Registrant’s telephone number, including area code: (502) 329-2000

 


 

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 240.13e-4(c))

 

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 Stock, $0.01 par value

SYPR

NASDAQ Global Select Market

 

 

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

 

Salary Reductions for Executive Officers

 

On April 6, 2020, in light of the uncertainty created by the rapidly evolving novel coronavirus (“COVID-19”) pandemic on Sypris Solutions, Inc. (the “Company”), Jeffrey T. Gill, the Company’s President and Chief Executive Officer, agreed with the Board of Directors (the “Board”) to forgo 30% of his base salary indefinitely. The Company’s other named executive officers have also agreed to forego 20% of their base salary indefinitely. These base salary reductions will be effective until such time as the Compensation Committee of the Board determines otherwise in light of the COVID-19 pandemic.

 

 

 

 

Item 7.01.   Regulation FD Disclosure.

 

Reduction in Annual Retainers for the Board of Directors

 

On April 6, 2020, the Board of Directors (“Board”) determined that, effective as of such date, in recognition of the uncertainty created by the rapidly evolving COVID-19 pandemic, each non-employee director serving on the Board will forgo 100% of the cash-based portion of the 2020 annual retainer indefinitely. This reduction will be effective until such time as the Board determines otherwise in light of the COVID-19 pandemic.

 

The information included in this Item 7.01 shall not be deemed “filed” for the purposes of, or otherwise subject to, the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

 

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.

 

     

Dated: April 9, 2020

Sypris Solutions, Inc.

     

 

By:

/s/ Anthony C. Allen

 

 

Anthony C. Allen

 

 

Vice President and Chief Financial Officer