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): September 24, 2014

 

 

 

WSI Industries, Inc.

 

(Exact name of Registrant as Specified in its Charter)

     
     
 

Minnesota

 

(State Or Other Jurisdiction Of Incorporation)

     

000-00619

 

41-0691607

(Commission File Number)

 

(I.R.S. Employer Identification No.)

     

213 Chelsea Road

Monticello, MN

 

55362

 

(Address Of Principal Executive Offices)

 

(Zip Code)

       
       
       
 

(763) 295-9202

 

Registrant’s Telephone Number, Including Area Code

 

 

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))

 

 

 
 

 

 

Items under Sections 1, 2, 3, 4, 6, 7 and 8 are not applicable and therefore omitted.

 

 

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

 

Election of New Director

 

Upon recommendation of the Governance/Nominating Committee of the Board of Directors of the Company, the Board of Directors elected Jack R. Veach to serve as a director until the Company’s 2015 Annual Meeting of Shareholders. Mr. Veach’s election to the Board of Directors is effective September 24, 2014.

 

In connection with his election, the Board of Directors determined that Mr. Veach is an “Independent Director” under the Nasdaq Listing Rules. Following Mr. Veach’s election, the Company’s Board of Directors consists of six directors, four of whom are Independent Directors under the Nasdaq Listing Rules.

 

Mr. Veach was not named to any committees of the Board of Directors at the time of his election. The Board of Directors anticipates naming Mr. Veach to one or more committees of the Board of Directors after further review of committee requirements and assignments.

 

On September 29, 2014, the Company issued a press release regarding the election of Mr. Veach to the Board of Directors, which is attached to this Form 8-K as Exhibit 99.1.

 

 

Item 9.01     Financial Statements And Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release issued by WSI Industries, Inc. on September 29, 2014.

 

 

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.

 

 

 

WSI INDUSTRIES, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Benjamin T. Rashleger

 

 

Benjamin T. Rashleger

 

 

Chief Executive Officer & President

 

 

Date: September 29, 2014

 


ex99-1.htm

EXHIBIT 99.1

For Immediate Release

 

WSI Industries Appoints New Director

 

September 29, 2014—Minneapolis, MN—WSI Industries, Inc. (Nasdaq: WSCI) today reported that the Board of Directors has appointed Jack R. Veach to the WSI Board. From 1986-2013, Mr. Veach was President & CEO of Arctic Fox LLC, a privately held, diversified manufacturing company located in Delano, Minnesota. Arctic Fox, LLC is a leading supplier of high quality components to the heavy-duty trucking and off-highway and energy equipment markets. Arctic Fox also provides contract manufacturing services to industrial OEM’s. Mr. Veach retired as President of Arctic Fox in February, 2014, after having sold the business to a private equity investor. Mr. Veach has a BA degree from Macalester College, St. Paul, Minnesota and an MBA from the Carlson School of Management, University of Minnesota.

 

Benjamin Rashleger, Chief Executive Officer, commented: “With WSI’s growth over the last several years, the Board of Directors felt that it was an opportune time to add additional experience and guidance to the Board. In addition to Jack’s extensive manufacturing expertise, we have successfully added a director who will provide further experience in executive management, strategic planning, mergers and acquisitions, sales and marketing, finance and accounting and board governance. We sincerely welcome Jack to our Board, and we look forward to the insight and advice Jack will provide to us as WSI continues to grow in the coming years.”

 

WSI Industries, Inc. is a leading contract manufacturer that specializes in the machining of complex, high-precision parts for a wide range of industries, including automotive, avionics and aerospace, energy, recreational vehicles, small engines, marine, bioscience and the defense markets.

#     #     #

For additional information:

Benjamin Rashleger (President & CEO) or Paul D. Sheely (CFO) 763-295-9202

 

 

 

The statements included herein which are not historical or current facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. There are certain important factors which could cause actual results to differ materially from those anticipated by some of the statements made herein, including the Company’s ability to retain current programs and obtain additional manufacturing programs, and other factors detailed in the Company’s filings with the Securities and Exchange Commission.