UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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). | |||
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.
| DUCOMMUN INCORPORATED (Registrant) | ||||||
| Date: June 1, 2021 | By: | /s/ Rajiv A. Tata | ||||
| Rajiv A. Tata | ||||||
| Vice President, General Counsel & Corporate Secretary | ||||||