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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: July 1, 2020 (Date of earliest event reported:  July 1, 2020)

 

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware   333-124824   95-4372080

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

One Tribology Center

Oxford, CT 06478

(Address of principal executive offices) (Zip Code)

 

(203) 267-7001

(Registrant’s telephone number, including area code)

 

N/A

(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):

 

☐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   Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share   ROLL   Nasdaq NMS

 

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. ☐

 

 

 

 

 

 

Section 8 – Other Events 

 

Item 8.01. Other Events.

 

On July 1, 2020, RBC Bearings Incorporated (the “Company”) issued a press release announcing that Dolores J. Ennico has been nominated to stand for election to the Company’s Board of Directors at the annual stockholders meeting to be held on September 9, 2020. Ms. Ennico will succeed Dr. Amir Faghri, who is retiring after 16 years of service on the Board. This press release is included as Exhibit 99.1 to this report and is incorporated herein by this reference.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 99.1: Press Release of RBC Bearings Incorporated dated July 1, 2020.

 

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SIGNATURES

 

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

 

Date: July 1, 2020

 

  RBC BEARINGS INCORPORATED
     
  By: /s/ Joseph Salamunovich
    Name: Joseph Salamunovich
    Title: Vice President, General Counsel & Secretary

 

 

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Exhibit 99.1

 

One Tribology Center

Oxford, Connecticut 06478

Phone: 203.267.7001

Fax: 203.267.5000

rbcbearings.com

 

Dolores J. Ennico Nominated to Join RBC Bearings Board of Directors

 

Would Replace Dr. Amir Faghri, Who’s Retiring From the Board

 

Oxford, CT - July 1, 2020 - RBC Bearings Incorporated (Nasdaq: ROLL), a leading international manufacturer of highly engineered precision bearings and components for the industrial, aerospace and defense industries, today announced the nomination of Dolores J. Ennico to stand for election to its Board of Directors at the 2020 stockholders meeting to be held on September 9, 2020.

 

Chairman and Chief Executive Officer Dr. Michael J. Hartnett commented, “We are very excited to nominate Ms. Ennico to our Board of Directors. Dolores brings over three decades of experience helping drive growth and shareholder value through her leadership of business-centric human capital strategies and initiatives. She complements the exceptional engineering, technology and finance experience we have on our Board and will provide strong stewardship for our executive team through her role on the Company’s Compensation Committee.”

 

Ms. Ennico stated, “I am honored to be nominated to the Board of Directors of RBC Bearings. I look forward to leveraging my past experiences to share insights with the Company as it continues to execute along its strategic and operational initiatives.”

 

Ms. Ennico served as the Chief Human Resources Officer of Olin Corporation (NYSE: OLN), a fortune 500 vertically-integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition, from 2009 to 2018. During her tenure, she reported to the CEO and was a key member of the executive team helping to drive financial results, global growth, and employee engagement through the design and delivery of human capital systems, processes, and solutions.

 

Prior to her position as Chief Human Resources Officer of Olin Corporation, Ms. Ennico held several other positions within the Company, including VP of Administration, Director of Corporate Employee Relations, and Director of Retail Marketing - Pool Chemicals.

 

Ms. Ennico has been a member of the Board of Directors of the University of New Haven since 2011 and Chair of the Academic & Student Affairs Committee since 2016. Ms. Ennico also serves as a member of the Advisory Council at Sacred Heart Academy, a committee she has represented since 2016. Ms. Ennico was recently elected a Board member of the Girl Scouts of Connecticut. Ms. Ennico received a BS in Microbiology and an MS in Biochemistry from Southern Connecticut State University, and an MBA in Marketing from the University of New Haven.

 

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One Tribology Center

Oxford, Connecticut 06478

Phone: 203.267.7001

Fax: 203.267.5000

rbcbearings.com

 

Ms. Ennico has been nominated to fill a vacancy resulting from the retirement of Dr. Amir Faghri from the Company’s Board of Directors, effective as of the 2020 stockholders meeting to be held on September 9, 2020.

 

“I thank Amir for his 16 years of dedicated service to RBC and wish him all the best in his future endeavors,” said Dr. Hartnett.

 

About RBC Bearings

RBC Bearings Incorporated is an international manufacturer and marketer of highly engineered precision bearings and components. Founded in 1919, the Company is primarily focused on producing highly technical or regulated bearing products and components requiring sophisticated design, testing, and manufacturing capabilities for the diversified industrial, aerospace, and defense markets. The Company is headquartered in Oxford, Connecticut.

 

Contacts

RBC Bearings

Ernest D. Hawkins

203-267-5010

ehawkins@rbcbearings.com

 

Alpha IR Group

Michael Cummings

617-982-0475

investors@rbcbearings.com

 

 

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