UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2021
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (610 ) 647-2121
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(Former name or former address, if changed since last report)
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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):
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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).
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Karleen M. Oberton was appointed to the Board of Directors of AMETEK, Inc., or the “Company,” effective February 9, 2021, to serve as a Class III Director until the 2021 Annual Meeting. Ms. Oberton joined the Board as an independent director. There is no arrangement or understanding between Ms. Oberton and any other person pursuant to which she 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 2020 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on March 24, 2020. Non-employee directors receive an annual basic retainer fee of $100,000, payable in advance in equal quarterly installments. Accordingly, Ms. Oberton will receive the pro rata portion of the annual fee for 2021. Non-employee directors also receive an annual equity award with a target value of $155,000.
On February 11, 2021, the Company issued a press release announcing Ms. Oberton’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 8.01 Other Events
On February 11, 2021, AMETEK, Inc. issued a press release announcing that its Board of Directors has approved an 11% increase in its quarterly cash dividend on its common stock to $0.20 per share from $0.18 per share. A copy of the release is attached as Exhibit 99.2 hereto and is hereby incorporated by reference in this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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. | |||||||||||
| February 11, 2021 | By: | /s/ THOMAS M. MONTGOMERY | |||||||||
| Name: Thomas M. Montgomery | |||||||||||
Title: Senior Vice President - Comptroller | |||||||||||
Exhibit 99.1
AMETEK Announces Appointment of Karleen Oberton to Board of Directors
BERWYN, PA, February 11, 2021 – AMETEK, Inc. (NYSE: AME) today announced that its Board of Directors has appointed Karleen Oberton as a new director of the Company. Ms. Oberton serves as Chief Financial Officer of Hologic, Inc. (NASDAQ: HOLX), an innovative medical technology company primarily focused on improving women’s health and well-being through early detection and treatment systems.
“We are pleased to welcome Karleen to AMETEK as a member of our Board of Directors,” commented David A. Zapico, AMETEK Chairman and Chief Executive Officer. “Karleen is a skilled business executive with more than 30 years of experience in public accounting, biotechnology and medical device manufacturing. Her strong financial acumen along with her proven executive leadership managing global organizations nicely complements our existing Board skill set.”
Joining Hologic as Vice President and Corporate Controller in 2006, Ms. Oberton has since held roles of increasing responsibility within the company’s finance function. In 2014, she was named Corporate Vice President and Chief Accounting Officer and in 2018 was elected Chief Financial Officer. Prior to joining Hologic, Ms. Oberton served as Senior Corporate Controller for ImmunoGen, a biotechnology company developing targeted anticancer therapeutics. Earlier in her career, Ms. Oberton held leadership positions at Ernst & Young and Arthur Andersen.
Ms. Oberton holds a bachelor’s degree in Business Administration from Merrimack College and was an active Certified Public Accountant for more than 18 years.
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electromechanical devices with 2020 sales of more than $4.5 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
Exhibit 99.2
AMETEK Increases Quarterly Dividend
BERWYN, PA, February 11, 2021 – AMETEK, Inc. (NYSE: AME) today announced its Board of Directors has approved an 11% increase in its quarterly cash dividend on common stock to $0.20 per share from $0.18 per share. The dividend is payable on March 31, 2021 to shareholders of record as of March 15, 2021. This dividend increase will raise the indicated annual rate to $0.80 per share.
“AMETEK continues to deliver strong performance through its proven growth model and portfolio of highly differentiated businesses,” said David A. Zapico, AMETEK Chairman and Chief Executive Officer. “Our ability to generate strong cash flows enables us to both invest in our strategic growth initiatives and deploy meaningful capital on strategic acquisitions, driving long term shareholder value. We remain focused on deploying our free cash flow primarily on strategic acquisitions, while also seeking to reward our shareholders with a consistent and growing dividend.”
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electromechanical devices with annual sales in 2020 of more than $4.5 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.
Forward-looking Information
Statements in this news release relating to future events, such as AMETEK’s expected business and financial performance are "forward-looking statements." Forward-looking statements are subject to various factors and uncertainties that may cause actual results to differ significantly from expectations. These factors and uncertainties include AMETEK’s ability to consummate and successfully integrate future acquisitions; risks associated with international sales and operations, including supply chain disruptions; AMETEK’s ability to successfully develop new products, open new facilities or transfer product lines; the price and availability of raw materials; compliance with government regulations, including environmental regulations; changes in the competitive environment or the effects of competition in our markets; the ability to maintain adequate liquidity and financing sources; and general economic conditions affecting the industries we serve. A detailed discussion of these and other factors that may affect our future results is contained in AMETEK’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q and 8-K. AMETEK disclaims any intention or obligation to update or revise any forward-looking statements.
Contact:
AMETEK, Inc.
Kevin Coleman - Vice President, Investor Relations
1100 Cassatt Road
Berwyn, Pennsylvania 19312
kevin.coleman@ametek.com
Phone: 610.889.5247
