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): July 2, 2020

Registrant’s Telephone Number, Including Area Code: (407) 298-2000

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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

On June 29, 2020, The LGL Group, Inc. (the “Company”) entered into an Independent Contractor Agreement (the “Agreement”) with Joan Atkinson Nano. Pursuant to this agreement Mrs. Nano will be appointed and will serve as the Company’s Chief Accounting Officer (“CAO”), effective June 29, 2020.

From 2019 to the Present, Mrs. Nano serves as the Chief Financial Officer of Revolution Lighting Technologies, Inc., a provider of energy efficient lighting solutions. Mrs. Nano served as Managing Director for Finance Solutions, LLC, a financial consulting firm, since 2008. As a financial consultant she worked with public and private companies on the preparation of financial statements and other Securities and Exchange Commission reporting matters, acquisition analysis, cost saving, initiatives, cash flow improvement, ERP implementation and tax matters.  She provided financial and accounting services to clients including Tronox Limited, Catalyst Capital Group, Apollo Global Management and SAGA Investment and Management Group, LLC. From 2001 to 2008, Mrs. Nano served as Vice President, Controller and Chief Accounting Officer of Crane Co., a multi-billion dollar, publicly held diversified manufacturer of highly engineered industrial products where she led all of the business unit finance teams as well as corporate financial planning and analysis, accounting and financial reporting. Prior to Crane Co., Joan held positions at GE Capital Corporation and Pitney Bowes. Joan is a Certified Public Accountant, holds a BS degree from Sacred Heart University-John Welsh College of Business where she graduated cum laude and completed executive training at the Wharton School.

The agreement provides for compensation to Mrs. Nano at a monthly rate of $8,000 per month. This description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference in its entirety.

On June 29, 2020, the board of directors of The LGL Group, Inc. (the “Board”) met and appointed Joan Atkinson Nano to act and to serve as the Company’s Chief Accounting Officer. In addition, the Board appointed Linda Biles, the current Vice-President and Controller of wholly-owned subsidiary MtronPTI, who has been with MtronPTI for 13 years, to serve as Vice-President, Controller of LGL Group, Inc. The Board also appointed Patrick Huvane, who is currently the Company’s Senior Vice-President, Business Development, since early 2019, to serve as an officer of the Company. The appointments are effective June 29, 2020.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

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.

Exhibit10.1

Independent Contractor Agreement

This Independent Contractor Agreement (“Agreement”) is made and entered into by the undersigned parties: The LGL Group, Inc. (known as the “Company”) and Joan Atkinson Nano (known as the “Consultant”). In consideration of the promises, rights and obligations set forth below, the parties hereby agree as follows:

Th Consultant, upon appointment by the BOD will provide finance and accounting services that will include responsibilities for:

The Consultant shall take direction from the Company’s management or as directed by Company’s Board of Directors under the direction of its Chairman. Additional services or amendments to the services described above may be agreed upon between the parties.

2525 Shader Road, Orlando Florida will be the primary location of where the Consultant will conduct the services to be performed under the Consulting Agreement. You may perform services at other company locations from time to time as required.

The Consultant shall operate with the title of Chief Accounting Officer of the Company.

Subject to providing, the services as outlined above, the Consultant will work approximately 40 hours for the first term for an equivalent of $ 8,000 per month paid as a retainer in lieu of hours. We will review for a “True up” the allocation of work regularly, and calculate adjustments as necessary at least every quarter after filing the period’s quarterly documents with the SEC. The Company will be invoiced semi-monthly, with payment due within 14 business days of receipt of the invoice.

1.

The term of this Agreement is “at will” and can be terminated by either party for any reason or no reason as provided by the provisions in this agreement.

The Consultant will provide the Consultant’s services to the Company as an independent contractor and not as an agent or employee.

Accordingly;

The Consultant hereby acknowledges that it has read and agrees to be bound by the terms and conditions of the Company’s confidentiality and proprietary information agreement attached hereto as Schedule “A” and which forms an integral part of this Agreement.

The Consultant hereby represents and warrants to the Company that it is not party to any written or oral agreement with any third party that would restrict its ability to enter into this Agreement or the Confidentiality and Proprietary Information Agreement or to perform the Consultant’s obligations hereunder and that the Consultant will not, by providing services to the Company, breach any non-disclosure, proprietary rights, noncompetition, non-solicitation or other covenant in favor of any third party.

The Consultant hereby agrees that, during the term of this Agreement and for one (1) year following the termination hereof, the Consultant will not (i) recruit, attempt to recruit or directly or indirectly participate in the recruitment of any Company employee or (ii) directly or indirectly solicit, attempt to solicit, canvass or interfere with any customer or supplier of the Company in a manner that conflicts with or interferes in the business of the Company as conducted with such customer or supplier.

2.

This consulting agreement is “at will” as provided by the provisions of paragraph 6.

The Consultant agrees that the Company may terminate this Agreement at any time without notice or any further payment if the Consultant is in breach of any of the terms of this Agreement.

The Company may terminate this Agreement at any time at its sole discretion, upon providing to the Consultant twenty-one (21) calendar days advance written notice of its intention to do so or payment of fees in lieu thereof.

The Consultant may terminate this Agreement at any time at its sole discretion upon providing to the Company twenty-one (21) calendar days’ notice of Consultant’s intention to do so. Upon receipt of such notice the Company may waive notice in which event this Agreement shall terminate immediately.

10.Obligations Surviving Termination of this Agreement

All obligations to preserve the Company’s Confidential Information, Intellectual Property and other warranties and representations set forth herein shall survive the termination of this Agreement.

11.Entire Agreement

This Agreement, together with the Confidentiality and Proprietary Information Agreement, represents the entire agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter of this Agreement. This Agreement may be amended only by mutual written agreement of the parties. This Consulting Agreement may be executed in counterparts whether by original signature of facsimile copy thereof, each of which shall be an original but all of which when taken together shall constitute one and the same instrument.

This Agreement shall inure to the benefit of and shall be binding upon each party’s successors and assigns. Neither party shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party.

You will be subject to the compliance policies and procedures of the Company.

All controversies that may arise between You and the Company regarding the construction, performance or breach of this Consulting Agreement, shall be determined by arbitration before the arbitration facility provided by the Financial Industry Regulatory Authority, Inc., or its successor in accordance with its arbitration rules then in force. A written arbitration demand must be made no later than one hundred and eighty (180) days after the problem or dispute arises. This agreement to arbitrate does not preclude the Company or any Affiliate from seeking and obtaining, in any court having jurisdiction, specific performance or temporary or preliminary injunctive relief to enforce the provisions of this Consulting Agreement, including as set forth in paragraph 6 hereof. In addition, neither the Company nor any Affiliate is precluded by this Consulting Agreement from initiating, in any court have jurisdiction, claims of unfair competition or the unauthorized used or disclosure of trade secrets or confidential information.

In the event a party hereto enforces its rights under this Consulting Agreement by way of legal action or similar such proceeding, the prevailing party thereto (as determined by a court of competent jurisdiction in a final non-appealable order) shall be entitled to recover from the non- prevailing party the reasonable legal fees, costs and others expenses that the prevailing party incurred to enforce the provisions of this Consulting Agreement.

This Agreement shall be construed in accordance with and governed by the laws of the State of Florida.

3.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first above written.

4.

Schedule “A”

CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT

In consideration of your engagement as an independent contractor or consultant with The LGL Group, Inc. (the “Company”), the undersigned (the “Consultant”) agrees and covenants as follows:

The Consultant shall return or destroy, as directed by the Company, Confidential Information, Proprietary Property and any other Company property to the Company upon request by the Company at any time. The Consultant shall certify, by way of affidavit or statutory declaration, that all such Confidential Information, Proprietary Property or Company property has been returned or destroyed, as applicable.

5.

6.

IN WITNESS WHEREOF the Company and the Consultant have caused this Agreement to be executed as of the 23rd day of January, 2018.

7.