DUCOMMUN INC /DE/ false 0000030305 0000030305 2021-06-01 2021-06-01





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2021




(Exact name of registrant as specified in its charter)




Delaware   001-08174   95-0693330
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


200 Sandpointe Avenue, Suite 700,

Santa Ana, California

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (657) 335-3665


(Former name or former address, if changed since last report.)




Title of each class




Name of each exchange
on which registered

Common Stock, $.01 par value per share   DCO   New York Stock Exchange

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)


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))

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. ☐




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 1, 2021, the Board of Directors (the “Board”) of Ducommun Incorporated (the “Company”) elected Sheila G. Kramer as a Class III Director, effective immediately, to serve for a term expiring at the annual meeting of stockholders in 2024 and until her successor is elected and qualified. In connection with Ms. Kramer’s election to the Board, she has been appointed to serve as a member of the Corporate Governance and Nominating Committee of the Board.

In connection with her service as a director, Ms. Kramer, as a non-employee director, will be compensated on the same basis as other non-employee directors of the Company. As such, she will receive a prorated grant of restricted stock under the Company’s 2020 Stock Incentive Plan, equal to 1,000 shares of restricted stock, and will also receive a prorated portion of the annual cash retainer, equal to $38,000. See “Compensation of Directors” in the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 8, 2021 for further information with respect to director compensation. In connection with her appointment as a director, the Company has entered into its standard form of indemnification agreement with Ms. Kramer, which among other things and subject to the terms and conditions set forth therein, requires the Company to indemnify Ms. Kramer to the fullest extent permitted by the General Corporation Law of the State of Delaware in connection with any proceedings relating to her service as a director of the Company and to advance any expenses incurred by Ms. Kramer in connection with any such proceedings.

The Company is unaware of any arrangements or understandings between Ms. Kramer and any other person pursuant to which she was selected as a director of the Company and she has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On June 1, 2021, the Company issued a press release regarding Ms. Kramer’s election to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits

(d)    Exhibits


Exhibit No.      Exhibit Title or Description
  99.1      Ducommun Incorporated press release issued on June 1, 2021
  104      Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: June 1, 2021     By:  

/s/ Rajiv A. Tata

      Rajiv A. Tata
      Vice President, General Counsel & Corporate Secretary