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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Insteel Industries Inc    IIIN

INSTEEL INDUSTRIES INC

(IIIN)
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INSTEEL INDUSTRIES INC : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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04/08/2019 | 02:03pm EDT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2019, the Board of Directors (the "Board") of Insteel Industries, Inc. (the "Company") appointed Anne H. Lloyd to serve as an independent director of the Company effective April 16, 2019. Ms. Lloyd is being appointed to the board to fill a vacancy created by the retirement of Charles B. Newsome effective February 12, 2019. Mr. Newsome's retirement is not related to any disagreement with the Company's operations, policies or practices.

Pursuant to North Carolina law, Ms. Lloyd will stand for shareholder election to the Board at the 2020 Annual Meeting of Shareholders. Following Ms. Lloyd's appointment and Mr. Newsome's retirement, Insteel's board will continue to be comprised of seven directors. Ms. Lloyd has not yet been appointed to any committees of the Board or assigned to a class of directors. Ms. Lloyd previously served as Executive Vice President and Chief Financial Officer of Martin Marietta Materials, Inc. (NYSE: MLM) from 2005 until her retirement in 2017.

Ms. Lloyd will participate in the Company's non-employee director compensation program whereby non-employee directors typically receive an annual cash retainer equal to $55,000 and an annual grant of restricted stock units ("RSUs") valued at $60,000. Ms. Lloyd will be paid a pro rata portion of the annual cash retainer based on her date of appointment. The RSUs are typically granted on the date of the Company's annual meeting and have a one-year vesting period.

Ms. Lloyd has not been directly or indirectly involved or had a material interest in any transaction, proposed transaction, or series of similar transactions with the Company which would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Item 7.01.  Regulation FD Disclosure.


A copy of the press release announcing Ms. Lloyd's appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated under this Item 7.01 by reference.


Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits



99.1 Press release dated April 8, 2019 announcing the appointment of Anne H.

     Lloyd as a director.




--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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