Additional Proxy Soliciting Materials (definitive) (defa14a)
05 Octubre 2018 - 3:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant [X]
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Filed
by a Party other than the Registrant [ ]
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Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material under §240.14a-12
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WSI
Industries, Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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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):
October 4, 2018
WSI
Industries, Inc.
(Exact
name of Registrant as Specified in its Charter)
Minnesota
(State
Or Other Jurisdiction Of Incorporation)
000-00619
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41-0691607
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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213
Chelsea Road
Monticello,
MN
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55362
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(Address
Of Principal Executive Offices)
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(Zip
Code)
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(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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). [ ]
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. [ ]
Items
under Sections 1, 3, 4, 6 and 7 are not applicable and therefore omitted.
ITEM
2.02
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RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
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On
October 4, 2018, WSI Industries, Inc. (the “Company”) issued a press release disclosing material non-public information
regarding its preliminary results of operations for the fourth quarter and fiscal year ended August 26, 2018. The preliminary
financial results for the fourth quarter and fiscal year 2018 are subject to customary annual audit procedures. The Company hereby
furnishes the press release, which is attached hereto as Exhibit 99.1.
ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
.
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As
previously reported, the Compensation Committee and the Board of Directors of the Company have approved a cash incentive compensation
plan for fiscal year 2018 (the “2018 Incentive Plan”) for Paul D. Sheely, the Company’s Chief Financial Officer.
Michael J. Pudil, the Company’s Chief Executive Officer, was not a participant in the 2018 Incentive Plan.
On
October 4, 2018, the Compensation Committee determined the Company’s achievement of financial performance goals for fiscal
year 2018 and the achievement of Mr. Sheely’s departmental objectives. Under the 2018 Incentive Plan, Mr. Sheely was eligible
for a target bonus equal to 45% of his base salary. Based on the fiscal year 2018 results for the Company’s sales, gross
margin and pretax earnings and Mr. Sheely’s achievement of his departmental objectives, the Compensation Committee determined
that Mr. Sheely was entitled to a bonus equal to 45% of his base salary or $68,101.
On
October 4, 2018, the Compensation Committee also determined that Mr. Pudil would be paid a discretionary bonus of $255,000 in
respect of his performance and the Company’s performance in fiscal year 2018.
On
October 4, 2018, the Company’s Board of Directors declared a dividend of $0.04 per share payable November 1, 2018 to holders
of record as of October 18, 2018.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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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.
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WSI
INDUSTRIES, INC.
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By:
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/s/
Michael J. Pudil
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Michael
J. Pudil
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President
and Chief Executive Officer
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Date:
October 5, 2018
Wsi Industries Inc. (delisted) (NASDAQ:WSCI)
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Wsi Industries Inc. (delisted) (NASDAQ:WSCI)
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