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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): December 10, 2020

CIRCOR INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

001-14962

04-3477276

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

30 CORPORATE DRIVE, SUITE 200

Burlington,

MA

01803-4238

(Address of principal executive offices and Zip Code)

(Zip Code)

 

(781) 270-1200

(Registrant’s telephone number, including area code)

 

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:

 

☐    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))

 

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, par value $0.01 per share

CIR

New York Stock Exchange

 

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.  

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

(b) On December 10, 2020, Peter M. Wilver notified the Company of his intent to retire from the Company’s Board of Directors for personal reasons effective April 30, 2021. Mr. Wilver, who currently chairs the Audit Committee, will remain a member of the Audit Committee, but will transition the role of Chair effective January 1, 2021 to Samuel R. Chapin, most recently Executive Vice Chairman of Bank of America Merrill Lynch. Mr. Chapin joined the Board in January 2019. The Board intends to reduce its size from 9 members to 8 members effective upon Mr. Wilver’s retirement. Board Chair Helmuth Ludwig said of the impending departure, “The Board would like to thank Pete for his many years of dedicated Board service to CIRCOR and numerous contributions to the Company.”

Item 9.01    Financial Statements and Exhibits. 

(d)			Exhibits.

Exhibit No.			Description
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

    

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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.

			CIRCOR INTERNATIONAL, INC.
December 14, 2020			/s/ Jessica W. Wenzell
			Jessica W. Wenzell
			Senior Vice President, General Counsel & Corporate Secretary