UNITED STATES | OMB APPROVAL | |
SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0060 Expires: March 31, 2014 Estimated average burden hours per response. . . 5.0 | |
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) September 13, 2013
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-10716 | 38-2687639 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan | 48304 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (248) 631-5450
Not Applicable
(Former name or former address, if changed since last report.)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 13, 2013, the Board of Directors (the “Board”) of TriMas Corporation, a Delaware corporation (the “Company”), increased the size of the Board from six to eight directors and elected Nancy Gougarty as a Class I director of the Company and elected Nick Stanage as a Class III director of the Company, each effective as of November 1, 2013. Ms. Gougarty presently serves as president and chief operating officer of Westport Innovations Inc., a natural gas engine and vehicle manufacturer, and Mr. Stanage presently serves as president and chief executive officer of Hexcel Corporation, a manufacturer of materials used in commercial aerospace, space and defense and industrial applications.
As a Class I director, Ms. Gougarty's initial term will expire at the Company's 2016 annual meeting, or until her successor is elected and qualified or until her earlier resignation or removal. As a Class III director, Mr. Stanage's initial term will expire at the Company's 2015 annual meeting, or until his successor is elected and qualified or until his earlier resignation or removal. Each of Ms. Gougarty and Mr. Stanage will join the Audit Committee, Compensation Committee and Corporate Governance & Nominating Committee of the Board, effective as of November 1, 2013.
As non-employee directors, each of Ms. Gougarty and Mr. Stanage will receive compensation in the same manner as the Company's other non-employee directors, which compensation the Company previously disclosed in its Proxy Statement for the Company's 2013 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 5, 2013.
The Company's press release dated September 17, 2013 announcing the elections is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No. | Description | ||
99.1 | Press Release dated September 17, 2013. | ||
SIGNATURES
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.
TRIMAS CORPORATION | ||||
Date: September 19, 2013 | By: | /s/ Joshua A. Sherbin | ||
Name: | Joshua A. Sherbin | |||
Title: | Vice President, General Counsel and Corporate Secretary | |||
Exhibit Index
Exhibit No. | Description | ||
99.1 | Press Release dated September 17, 2013. | ||
FOR IMMEDIATE RELEASE | CONTACT: | Christine Parker Communications Specialist (248) 631-5438 christineparker@trimascorp.com | |
TRIMAS CORPORATION ADDS TWO NEW MEMBERS TO BOARD OF DIRECTORS
BLOOMFIELD HILLS, Michigan, September 17, 2013 - TriMas Corporation (NASDAQ: TRS) - a diversified global manufacturer of engineered and applied products - announced today that its board of directors has elected two new members, providing additional operational and international experience.
Nancy Gougarty, president and chief operating officer of Westport Innovations, and Nick Stanage, president and chief executive officer of Hexcel Corporation, will join TriMas Corporation's Board of Directors, effective November 1. Both Nancy and Nick will serve as members of the Audit, Compensation, and Governance and Nominating Committees.
“Nancy and Nick bring with them tremendous experience and direction,” said Sam Valenti III, chairman of TriMas' Board of Directors. “I am anxious to work with them and am confident they will both make valuable contributions to TriMas.”
“We are extremely pleased Nancy and Nick are joining our board to help us further our strategic aspirations,” said Dave Wathen, TriMas president and chief executive officer. “Both are strong leaders and we look forward to benefiting from their insights and experiences.”
Nancy, with extensive experience in international business, serves Westport Innovations as its president and chief operating officer, after resigning her position on the company's Board of Directors. She joined the company in early 2013. From 2008 to 2012, she served as the vice president for TRW Automotive Corporation for Asia-Pacific, with responsibility for profit and loss. TRW sales for Asia-Pacific were reported at $2.3 billion in 2011. Her previous positions at TRW included vice president of product planning, business planning and business development. Nancy has held additional leadership positions in the automotive sector, including managing director for a General Motors' joint venture in Shanghai, director for Delphi Packard Asia Pacific, global account director for General Motors, and vice president for Delphi Automotive Systems, Japan and Korea.
Nancy earned a bachelor's degree in Industrial Management from the University of Cincinnati and an MBA from Case Western Reserve University.
Nick joined Hexcel in 2009 as president and was appointed chief operating officer in 2012, and in 2013, was appointed president and chief executive officer. Prior to joining Hexcel, he served as president of the $3.7 billion Heavy Vehicle Products business of Dana Holding Corporation. From 1986 to August 2005, Nick held positions of increasing responsibility in engineering, operations, and marketing with Honeywell Inc. (formerly AlliedSignal Inc.), including vice president of Integrated Supply Chain & Technology for the $1.0 billion Consumer Products Group and finally, vice president and general manager of the Aerospace Group's $1.4 billion Engine Systems & Accessories Division.
Nick holds a bachelor's degree in Mechanical Engineering from Western Michigan University and an MBA from Notre Dame.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into six reportable segments: Packaging, Energy, Aerospace & Defense, Engineered Components, Cequent APEA and Cequent Americas. TriMas has approximately 5,500 employees at more than 60 facilities in 17 countries. For more information, visit www.trimascorp.com.
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