UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective June 30, 2023, consistent with the Company’s May 9, 2023 Form 8-K and press release, Victor L. Richey resigned as a director and as Executive Chairman of the Board. Mr. Richey’s resignation was due to his retirement and was not due to any disagreement with the Company on any matter.
For related matters, see Item 8.01.
| Item 8.01 | Other Events |
Immediately following Mr. Richey’s resignation as a director of the Company, the following previously-approved and previously-reported changes in the composition of the Company’s Board of Directors became effective:
| 1) | The authorized size of the Board of Directors was reduced from nine to eight members, and the size of Class I was reduced from three to two directors. | |
| 2) | The resignation of James M. Stolze as Lead Director became effective, and the position of Lead Director was eliminated; but Mr. Stolze remains on the Board as a director. | |
| 3) | Independent director Robert J. Phillippy became Chair of the Board, with the additional $85,000 annual cash retainer for such position prorated for the remainder of calendar 2023 at 50% of the annual amount, or $42,500. | |
| 4) | Mr. Phillippy moved from the Audit and Finance Committee to the Human Resources and Compensation Committee, and independent director Janice L. Hess replaced Mr. Phillippy on the Audit and Finance Committee. | |
| 5) | Independent director Patrick M. Dewar became Chair of the Audit and Finance Committee, with the additional $12,500 annual cash retainer for such position prorated for the remainder of calendar 2023 at 50% of the annual amount, or $6,250. | |
| 6) | The Executive Committee of the Board now consists of Mr. Phillippy, as Chair of the Board, and Bryan H. Sayler, as Chief Executive Officer. |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 104 | Cover Page Inline Interactive Data File |
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.
Date: July 6, 2023
| ESCO TECHNOLOGIES INC. | ||
| By: | /s/David M. Schatz | |
| David M. Schatz | ||
| Senior Vice President, Secretary and General Counsel | ||