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): March 26, 2020

PIONEER POWER SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

400 Kelby Street, 12th Floor

Fort Lee, New Jersey 07024

(Address of principal executive offices)

(212) 867-0700

(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)

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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))

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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. ☐ 

Chief Financial Officer Resignation and Appointment

On March 26, 2020, Thomas Klink notified the board of directors (the “Board”) of Pioneer Power Solutions, Inc. (the “Company”) of his resignation as Chief Financial Officer of the Company, effective as of April 15, 2020.

On March 26, 2020, the Board appointed Walter Michalec to act as the interim Chief Financial Officer of the Company, effective as of April 15, 2020. Mr. Michalec will also serve as the Company’s principal accounting officer and principal financial officer.

Mr. Michalec, 31, has served various positions at the Company, most recently as its corporate controller since August 2019. Before becoming the corporate controller, Mr. Michalec served as the Company’s operations controller from March 2016 to August 2019, reporting to the Chief Financial Officer, and as the Company’s senior accountant from May 2012 to February 2016, reporting to the Company’s corporate controller. Prior to working for the Company, Mr. Michalec served as a public accountant for Mendonca & Partners Certified Public Accountants, LLC in Union NJ. Mr. Michalec received his Bachelor of Science in Accounting and a Minor in Criminal Justice from Kean University in 2011.

Amendment to CEO Employment Agreement

On March 30, 2020, the Company and Nathan J. Mazurek, the Company’s Chief Executive Officer, entered into a third amendment (the “Mazurek Amendment”) to that certain Employment Agreement, dated as of March 30, 2012, as first amended on November 11, 2014 and amended a second time on June 30, 2016 (as amended, the “Mazurek Agreement”), in order to (i) extend the termination date of the Mazurek Agreement from December 31, 2020, to March 31, 2023, and (ii) set Mr. Mazurek's annual base salary at $415,000 for the period beginning on April 1, 2020 and ending on March 31, 2021; $435,500, for the period beginning on April 1, 2021 and ending on March 31, 2022; and $457,500, for the period beginning on April 1, 2022 and ending on March 31, 2023.

The foregoing summary of the Mazurek Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Mazurek Amendment filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

(d)       Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PIONEER POWER SOLUTIONS, INC. 8-K

Exhibit 10.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

This THIRD Amendment to Employment Agreement (this “Amendment”) is made and entered as of this 30^th day of March, 2020, (the “Amendment Effective Date”) by and between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and Nathan J. Mazurek (the “Executive”) for purposes of amending that certain Employment Agreement, dated as of March 30, 2012, as amended on November 11, 2014, and June 30, 2016 by and between the Company and the Executive (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, the Term under the Agreement is scheduled to expire on December 31, 2020 and the Company and the Executive desire to extend the Term to March 31, 2023, unless terminated earlier in accordance with Article II of the Agreement;

WHEREAS, in connection with such extension of the Term, the Company and the Executive desire to adjust the Executive’s base salary as set forth in this Amendment; and

WHEREAS, Section 5.08 of the Agreement provides that the parties to the Agreement may amend the Agreement in a writing signed by the parties.

NOW THEREFORE, pursuant to Section 5.08 of the Agreement, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:

1.       The first sentence of Section 1.04 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said sentence in its entirety and substituting in lieu thereof the following sentence:

“The term of the Executive’s employment under this Agreement shall begin on April 1, 2012 (the “Effective Date”) and shall continue in effect through the earlier of March 31, 2023, or until 365 days after the Company completes a transaction whereby Provident Pioneer Partners L.P. is no longer a shareholder of the Company (the “Term”).”

2.       Section 1.05 of the Agreement is hereby amended as of the Amendment Effective Date by deleting said section in its entirety and substituting in lieu thereof the following new Section 1.05:

“Base Salary. The Company shall pay the Executive an annual base salary, less applicable payroll deductions and tax withholdings (the “Base Salary”) for all services rendered by the Executive under this Agreement of (i) $410,000, for the period beginning on the Amendment Effective Date and ending on December 31, 2015; (ii) $425,000, for the period beginning on January 1, 2016 and ending on December 31, 2016; (iii) $440,000, for the period beginning on January 1, 2017 and ending on December 31, 2017; (iv) $465,000, for the period beginning on January 1, 2018 and ending on December 31, 2018; (v) $490,000, for the period beginning on January 1, 2019 and ending on December 31, 2019; (vi) $515,000 per annum, for the period beginning on January 1, 2020 and ending on March 31, 2020; (vii) $415,000, for the period beginning on April 1, 2020 and ending on March 31, 2021; (viii) $435,500, for the period beginning on April 1, 2021 and ending on March 31, 2022; (v) $457,500, for the period beginning on April 1, 2022 and ending on the last day of the Term. The Company shall pay the Base Salary in accordance with the normal payroll policies of the Company.”

3.       Except as expressly amended by this Amendment, the Agreement shall continue in full force and effect in accordance with the provisions thereof.

4.       In the event of a conflict between the Agreement and this Amendment, this Amendment shall govern.

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Signature Page Follows.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date.