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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Emerging growth company
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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. |
(b)
On April 13, 2022, Ms. Jean Bua notified us that she will not stand for re-election as a member of our Board of Directors at our 2022 annual meeting of shareholders (the “Annual Meeting”) and will step off of our Board of Directors when her term ends, effective as of the Annual Meeting. Ms. Bua will continue to serve as a director until that time.
Ms. Bua’s decision not to seek re-election was not the result of a disagreement with us on any matter relating to our operations, policies or practices.
(e)
Senior Executive Short-Term Incentive Plan for Fiscal Year 2023
On April 18, 2022, the Compensation Committee of our Board of Directors established the performance criterion and goals for, and target amounts payable under, our Senior Executive Short-Term Incentive Plan, as amended by its determinations for fiscal year 2023 (the “STIP”), for Gregory Woods, our President and Chief Executive Officer, David Smith, our Vice President, Chief Financial Officer and Treasurer, and Michael Natalizia, our Chief Technology Officer and Vice President of Strategic Technical Alliances. We refer to Messrs. Woods, Smith and Natalizia collectively as the participants.
The following table sets forth, for each of the participants, the percentage of base salary (the “Target Award Percentage”) that will constitute the participant’s aggregate target award under the STIP for fiscal year 2023.
| Name |
Target Award Percentage for Fiscal Year 2023 |
|||
| Gregory Woods |
80 | % | ||
| David Smith |
45 | % | ||
| Michael Natalizia |
35 | % | ||
The amounts payable under the STIP for fiscal year 2023 to each of the participants are based on the achievement of corporate performance goals related to our fiscal year 2023 operating income.
The bonus earned by each participant under the STIP for fiscal year 2023 will be calculated as follows:
| • | No bonus will be paid unless our fiscal year 2023 operating income exceeds a threshold established by the Compensation Committee. If our fiscal year 2023 operating income equals the operating income target established by the |
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| Compensation Committee, 100% of the target bonus will be paid. If our fiscal year 2023 operating income falls between the threshold and the target, the bonus amount will be determined through linear interpolation. An incremental bonus of up to 100% of each participant’s total STIP target bonus will be paid if our fiscal year 2023 operating income falls between the operating income target and an amount equal to the sum of the threshold and the operating income target. If our fiscal year 2023 operating income falls between the target and the sum of the threshold and the target, the bonus amount will be determined through linear interpolation. No further bonus will be paid for exceeding the sum of the threshold and the operating income target. |
For purposes of the STIP, operating income shall be based on operating income from our normal operating activities and excludes the impact of extraordinary or one-time events outside the ordinary course of business. In the event that we undertake a merger, acquisition, sale of assets outside the ordinary course of business, divestiture or other similar transaction during fiscal year 2023, the Compensation Committee will adjust the threshold and the target as it deems appropriate to reflect the impact of that transaction.
All payments and awards will be subject to the other provisions and limitations of the STIP, including:
| • | Aggregate annual awards under the STIP may not exceed 15% of our consolidated operating income for the applicable fiscal year, determined without deduction for the payment of awards under the STIP. |
| • | Aggregate awards earned must be fully accounted for when determining whether a performance goal based upon operating income has been achieved. |
| Item 8.01 | Other Items. |
On April 14, 2022, our Board of Directors fixed June 14, 2022 as the date of our 2022 Annual Meeting. The record date for the Annual Meeting will be April 18, 2022. Further details regarding the Annual Meeting will appear in our 2022 proxy statement.
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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.
| ASTRONOVA, INC. | ||||||
| Dated: April 19, 2022 | By: | /s/ David S. Smith | ||||
| David S. Smith | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||
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