UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
On March 28, 2025, our Board of Directors increased the size of the Board of Directors to six members and elected Darius G. Nevin as a director for a term expiring at our 2025 annual meeting of shareholders. In connection with his election as a director, Mr. Nevin was appointed to serve on the Board of Directors’ Audit Committee and Human Capital and Compensation Committee. The Board of Directors has determined that Mr. Nevin is independent under the rules of the NASDAQ Stock Market.
In connection with his service as a director, Mr. Nevin will receive compensation in accordance with our Amended and Restated Non-Employee Director Annual Compensation Program, which is described in our definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2024. We and Mr. Nevin will enter into an Indemnification Agreement in the form filed as Exhibit 10.1 hereto.
There is no arrangement or understanding between Mr. Nevin and any other persons pursuant to which he was selected as a director. In addition, Mr. Nevin does not have an interest in any transaction with us or any of our subsidiaries that would be reportable pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
On March 28, 2025, we issued a press release, a copy of which is filed as Exhibit 99.1 hereto, announcing the election of Mr. Nevin to our Board of Directors.
| Item 9.01 | Financial Statement and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Exhibit | |
| 10.1 | Form of Indemnification Agreement for directors and officers, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended October 30, 2021, and incorporated by reference herein. | |
| 99.1 | Press Release dated March 28, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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: March 28, 2025 | By: | /s/ Gregory A. Woods | ||||
| Gregory A. Woods | ||||||
| President and Chief Executive Officer | ||||||