|
|
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Item 5.02.
|
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
|
On May 6, 2021, William Smith, Executive Vice President of Water Transmission Engineered Systems of Northwest Pipe Company (the “Company”) informed the Company that he will retire in April 2022. Mr. Smith, a 44‑year veteran of the water infrastructure industry, will continue to consult with the Company in an advisory capacity on an as-needed basis after his retirement. To assist with various transitions prior to Mr. Smith’s retirement, Miles Brittain has been named Executive Vice President, effective May 6, 2021.
Mr. Brittain, 57, has served as our Senior Vice President of Operations since February 2020. Prior to that, Mr. Brittain served as our Vice President of Operations for Water Transmission Engineered Systems from September 2018 to February 2020 and our Vice President of Operations, Water Transmission from 2013 to September 2018. Prior to joining the Company, Mr. Brittain served in the steel industry for over 28 years, holding key positions including Vice President and General Manager for EVRAZ North America/Claymont Steel, Director of Operations for EVRAZ North America/Oregon Steel Mills, Inc., and Regional Director of Quality Assurance for National Steel Corporation.
Mr. Brittain has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‑K, and Mr. Brittain has no familial relationships with executives or directors of the Company. There are no arrangements or understandings between Mr. Brittain and any other person pursuant to which he was selected as an officer.
Mr. Brittain will continue to receive compensation pursuant to certain arrangements provided by the Company, including incentive compensation, equity awards, and health and other benefits typically available to the executive officers. A description of these elements of compensation can be found in the Company’s proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 22, 2021. Any material modifications to Mr. Brittain’s compensation in connection with his appointment will be disclosed by amendment to this Form 8‑K.
|
Item 9.01.
|
FINANCIAL STATEMENTS AND EXHIBITS
|
(d)
|
Exhibits
|
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
NORTHWEST PIPE COMPANY
|
||
(Registrant)
|
||
By
|
/s/ Aaron Wilkins
|
|
Aaron Wilkins,
|
||
Senior Vice President, Chief Financial Officer, and Corporate Secretary
|