8-K 1 a8k-boardofdirectorsco.htm 8-K Document

Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

Date of Report: September 28, 2020

(Exact name of Company as specified in its charter)
Delaware 001-8777 95-1613718
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
2027 Harpers Way  
Torrance, California 90501
(Address of principal executive offices) (Zip Code)
Company’s telephone number, including area code: (310) 533-0474

Not Applicable
(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 Company 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     Name of each exchange on which registered
Common Stock, $0.01 par value  VIRC The NASDAQ Stock Market LLC

Indicate by check mark whether the Company 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 Company 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 September 28, 2020, management of Virco Mfg. Corporation (the “Company”) requested that the Compensation Committee (the “Committee”) of the Board of Directors consider temporary reductions in cash compensation for the Company’s executive officers and Directors during the balance of the Company’s fiscal year 2021, representing the Company’s seasonally slow winter months. After consideration of uncertainties tied to the COVID pandemic, the Committee adopted a flexible strategy that will reduce Director and executive cash compensation by at least 25% in each of the four remaining months of the Company’s current fiscal year, beginning with the month of October 2020 and concluding in January 2021. The exact amount of reduction will be reviewed and adjusted monthly by the Committee in response to evolving market conditions.


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.
Date: October 2, 2020
/s/ Robert A. Virtue
 Name:  Robert A. Virtue
 Title:  Chief Executive Officer and Chairman of the Board of Directors