UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 April 19, 2023, Mark A. Hess, a member of the Board of Directors (the “Board”) of ENGlobal Corporation (the “Company”), notified the Board that he was retiring from the Board effective April 20, 2023. Mr. Hess’ retirement was not due to any disagreement with the Company, the Board, or the management of the Company.
Item 7.01 Regulation FD Disclosure.
On April 20, 2023, the Company issued a press release announcing Mr. Hess’ retirement. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is included with this Current Report on Form 8-K:
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Exhibit 104 |
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SIGNATURE
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.
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| ENGlobal Corporation |
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April 20, 2023 |
| /s/ Darren W. Spriggs |
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| Darren W. Spriggs, Chief Financial Officer, Treasurer and Corporate Secretary |
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Exhibit Index
Exhibit No. Description
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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EXHIBIT 99.1
ENGlobal’s Mark Hess Announces Retirement from Board of Directors
HOUSTON, TX / ACCESSWIRE / April 20, 2023 / ENGlobal (NASDAQ:ENG), a leading provider of innovative project delivery solutions for the energy industry, today announced that Mark Hess, the Company’s former Chief Executive Officer, has notified the Company of his decision to retire, effective April 20, as a member of ENGlobal’s Board of Directors.
“I have truly enjoyed my time at ENGlobal, both as an executive and a member of the Board of Directors,” said Hess. “While I will miss my time around some of the most creative and productive engineering professionals in the energy business, I am looking forward to the next chapter, spending more time with family and focusing on new opportunities and adventures. I look forward to watching ENGlobal’s future success.”
Bill Coskey, Executive Chairman of ENGlobal said, “On behalf of the entire ENGlobal family, I want to thank Mark for his long-term service to the Company and his commitment to the employees of ENGlobal in his role as both an executive and a member of our Board. We wish Mark well in his retirement.”
About ENGlobal
ENGlobal (NASDAQ:ENG) is a leading provider of complete project solutions for renewable and traditional energy throughout the United States and internationally. ENGlobal operates through two business segments: Commercial and Government Services. The Commercial segment provides engineering, design, fabrication, construction, and integration of automated control systems as a complete packaged solution for its clients. The Government Services segment provides engineering, design, installation, operations, and maintenance of various government, public sector, and international facilities, specializing in turnkey automation and instrumentation systems for the U.S. Defense industry worldwide. Further information about the Company and its businesses is available at www.englobal.com.
For further information, email IR@englobal.com.
Safe Harbor for Forward-Looking Statements
The statements above regarding the Company’s expectations, including those relating to its future results, its future operations and certain other matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties. For a discussion of risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see ENGlobal’s filings with the Securities and Exchange Commission, including the Company’s most recent reports on Form 10-K and 10-Q, and other SEC filings.
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