Item 2.02 Results of Operations and Financial Condition
Today, May 9, 2022, the Registrant is issuing a press release (furnished as
Exhibit 99.1 to this report) announcing its fiscal 2022 second quarter financial
and operating results. See Item 7.01, Regulation FD Disclosure, below.
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 and Reclassification of Directors
On May 4, 2022 the Company’s Board of Directors, by unanimous written consent
pursuant to Section 3.1 of its Bylaws, increased the authorized size of the
Board of Directors from seven to eight members and elected Janice L. Hess, age
63, as a director to fill the vacancy thereby created. Ms. Hess was designated
as a Class II Director, to serve for a term ending at the 2025 annual meeting of
shareholders. She was also named to the Nominating and Corporate Governance
Committee of the Board of Directors.
Since 2014 Ms. Hess has been the President of the Engineered Systems Segment of
Teledyne Technologies Incorporated (NYSE:TDY), a diversified multinational
company which provides enabling technologies for industrial growth markets that
require advanced technology and high reliability. She previously served in a
number of positions of increasing financial, operational and executive
responsibility with Teledyne from 2000 to 2014, including as Engineered Systems’
Executive Vice President and Chief Financial Officer from 2007 to 2014.
Serving the energy, space, maritime and defense markets, the Engineered Systems
Segment designs, develops and delivers a diverse array of advanced
technology-driven solutions, systems, products and services for complex and
harsh environments. Its core business base includes NASA, the U.S. Department of
Defense and the U.S. Department of Energy. In 2021 it represented approximately
9% of Teledyne’s $4.6 billion in net sales. As President, Ms. Hess has full
responsibility for the segment’s strategic positioning, growth and
profitability, and its 1,200 employees. Ms. Hess intends to retire from Teledyne
at the end of July 2022.
From 1984 to 2000 Ms. Hess held positions of increasing responsibility with
Intergraph Corporation (now Hexagon AB), including as Vice President, Finance
and Administration and Chief Financial Officer, Computer Systems. She has her
BSBA in Accounting from Auburn University, and was a staff accountant with
PricewaterhouseCoopers LLP from 1981 to 1983. She has also served on the boards
of various privately-held and non-profit entities.
Ms. Hess holds a Certificate in Management from the University of Virginia’s
Darden Graduate School of Business, as well as a professional designation in
Advanced Government Contracting. She is a Certified Public Accountant in Alabama
(inactive) and a graduate of Leadership Alabama.
Ms. Hess was selected to serve the Company on the basis of her four decades of
operational, financial and leadership experience, her commitment to continuous
improvement, and her performance in growing traditional, adjacent and emerging
markets similar to those served by the Company, which will enable her to assist
the board in guiding Company strategy at the highest level.
Since at least the beginning of the Company’s last fiscal year Ms. Hess has had
no reportable transactions with related persons or affiliates of the Company,
and she meets all of the qualifications of an independent director under the
rules and regulations of the Securities and Exchange Commission and the New York
Ms. Hess will receive compensation for her service on the Board of Directors and
its Committees pursuant to the Company’s Sub-Plan for the Compensation Plan for
Non-Employee Directors adopted under its 2018 Omnibus Incentive Plan (the
“Plan”), on the same basis as the Company’s other directors; provided that as
compensation for her service during the remainder of calendar 2022 she will
receive compensation prorated at 75% of the standard annual compensation,
consisting of $37,500 in cash plus an award of restricted share units valued at
$135,000 based on the NYSE closing price of the Company’s common stock on the
effective grant date, with a one-year vesting requirement. Under the Plan, Ms.
Hess has 30 days from the date of her election to elect whether or not to
receive all or part of her compensation on a deferred basis as provided in the
Item 7.01 Regulation FD Disclosure
Today, May 9, 2022, the Registrant is issuing a press release (Exhibit 99.1)
announcing its fiscal 2022 second quarter financial and operating results. The
Registrant will conduct a related Webcast conference call today at 4:00 p.m.
Central Time. The press release will be posted on the Registrant’s web site
located at http://www.escotechnologies.comand can be viewed through the
“Investor News” page of the web site under the “Investor Center” tab, although
the Registrant reserves the right to discontinue that availability at any time.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release dated May 9, 2022 104 Cover Page Inline Interactive Data File Other Matters
The information in this report furnished pursuant to Item 2.02 and Item 7.01,
including Exhibit 99.1, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or
otherwise subject to the liabilities of that section, unless the Registrant
incorporates it by reference into a filing under the Securities Act of 1933 as
amended or the Exchange Act.
References to the Registrant’s web site address are included in this Form 8-K
and the press release only as inactive textual references, and the Registrant
does not intend them to be active links to its web site. Information contained
on the Registrant’s web site does not constitute part of this Form 8-K or the
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