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): June 17, 2019
AMETEK, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12981 | 14-1682544 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1100 Cassatt Road, Berwyn, Pennsylvania |
19312 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (610) 647-2121
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 Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Emerging growth company ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock | AME | New York Stock Exchange |
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Tod E. Carpenter was appointed to the Board of Directors of AMETEK, Inc., or the “Company,” effective June 17, 2019, to serve as a Class III Director until the 2021 Annual Meeting. Mr. Carpenter joined the Board as an independent director. There is no arrangement or understanding between Mr. Carpenter and any other person pursuant to which he was appointed as a director.
Non-employee directors receive compensation for service as a director as described in the Company’s proxy statement for the 2019 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on March 12, 2019. Non-employee directors receive an annual basic retainer fee of $100,000, payable in advance in equal quarterly installments. Accordingly, Mr. Carpenter will receive the pro rata portion of the annual fee for 2019. Non-employee directors also receive an annual equity award with a target value of $155,000.
On June 17, 2019, the Company issued a press release announcing Mr. Carpenter’s appointment, a copy of which is attached as Exhibit 99.1 hereto and is hereby incorporated by reference in this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Copy of press release issued by AMETEK, Inc. on June 17, 2019.
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.
| AMETEK, Inc. | ||||||||
| June 17, 2019 | By: | /s/ Thomas M. Montgomery | ||||||
| Name: | Thomas M. Montgomery | |||||||
| Title: | Senior Vice President - Comptroller | |||||||
EXHIBIT 99.1
AMETEK Announces Appointment of Tod E. Carpenter to Board of Directors
BERWYN, PA, June 17, 2019 – AMETEK, Inc. (NYSE: AME) today announced that its Board of Directors has appointed Tod E. Carpenter as a new director of the Company. Mr. Carpenter serves as Chairman, President and Chief Executive Officer of Donaldson Company, Inc. (NYSE: DCI), a leading worldwide manufacturer of filtration products and solutions that serve a diverse set of markets and applications.
“We are excited to welcome Tod to our team as a member of AMETEK’s Board of Directors,” comments David A. Zapico, AMETEK Chairman and Chief Executive Officer. “Tod is a seasoned operating executive with more than 35 years of global industrial experience. His proven success at Donaldson combined with his outstanding operating experience nicely complements our already strong Board of Directors.”
After joining Donaldson in 1996, Mr. Carpenter held numerous roles with increasing responsibility. In 2008, Mr. Carpenter was named head of Europe and Middle East for Donaldson, and in 2011 he was named Senior Vice President of Donaldson’s Engine Products segment, a role he held until being named Chief Operating Officer in 2014. Mr. Carpenter was appointed President and Chief Executive Officer in 2015 and elected as Chairman of the Board in 2017. Prior to joining Donaldson, Mr. Carpenter spent more than a decade with Hughes Aircraft Company, and later as a consultant for York & Associates.
Mr. Carpenter holds a Bachelor’s Degree in Manufacturing Technology from Indiana State University and a Master of Business Administration Degree from Long Beach State University.
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electromechanical devices with annual sales of approximately $5.0 billion. The AMETEK Growth Model integrates the Four Growth Strategies - Operational Excellence, New Product Development, Global and Market Expansion, and Strategic Acquisitions - with a disciplined focus on cash generation and capital deployment. AMETEK’s objective is double-digit percentage growth in earnings per share over the business cycle and a superior return on total capital. The common stock of AMETEK is a component of the S&P 500.
Contact:
AMETEK, Inc.
Kevin Coleman
Vice President, Investor Relations
1100 Cassatt Road
Berwyn, Pennsylvania 19312
kevin.coleman@ametek.com
Phone: 610.889.5247
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