Item 2.02 Results of Operations and Financial Condition
On January 19, 2022, CIRCOR International, Inc. (the "Company" or "CIRCOR")
issued a press release in which it reaffirmed its financial outlook for the
fourth quarter and full year 2021 and announced the transitions described below
in Item 5.02. A copy of the press release is attached as Exhibit 99.1 to this
Form 8-K.
The information in this Item and Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liability of that section,
nor shall it be deemed incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by special reference in such filing.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 19, 2022, Scott Buckhout and the Company reached mutual agreement
that Mr. Buckhout will step down from his position as President and Chief
Executive Officer effective immediately. Mr. Buckhout's decision to step down
from his position was not the result of any disagreement with the Company on any
matters relating to the Company's operations, policies or practices, the
Company's management, or the Board.
The Company and Mr. Buckhout are in the process of negotiating the material
terms of Mr. Buckhout's separation and release agreement and intend to enter
into such agreement as soon as practicable. The separation and release agreement
will be filed as an exhibit to a subsequent current report on Form 8-K.
On January 19, 2022, the Board appointed Aerospace & Defense Group President
Tony Najjar as Chief Operating Officer of the Company and named him as the
Company's Interim President and Chief Executive Officer. Mr. Najjar has served
as President, Aerospace and Defense Group since February 2018. Before assuming
his current role, he served as Vice President, Aerospace and Defense in the
Advance Flow Solutions Group from October 2016 to February 2018 and Vice
President, Sales & Marketing, Aerospace and Defense Group, from April 2015 to
October 2016. Before joining CIRCOR, Mr. Najjar served as Programs Manager,
Business Development and Mergers & Acquisitions at Rockwell Collins, a
multinational manufacturing company, from October 2011 to April 2015. He has
spent over 30 years in the aerospace and defense industry in engineering, sales,
and general management roles, including leadership positions at Rockwell Collins
and Kaiser Aerospace. Mr. Najjar holds both a bachelor's degree and a Master of
Science degree in Mechanical Engineering from Oklahoma State University and an
MBA from Pepperdine University.
The selection of Mr. Najjar to serve as the Company's Chief Operating Officer
and Interim President and Chief Executive Officer was not pursuant to any
arrangement or understanding with respect to any other person. In addition,
there are no family relationships between Mr. Najjar and any other director or
executive officer of the Company, and there are no related person transactions
between the Company and Mr. Najjar reportable under Item 404(a) of Regulation
S-K.
On January 14, 2022, the Company entered into an executive retention agreement
(the "Retention Agreement") with AJ Sharma, the Company's Interim Chief
Financial Officer. Under the terms of the Retention Agreement, Mr. Sharma will
receive additional compensation in the amount of $4,500 per pay period, subject
to typical deductions and withholdings. Additionally, Mr. Sharma will be
eligible to receive a retention bonus of $140,000 payable in two installments,
subject to certain conditions set forth in the Retention Agreement.
The foregoing description of Mr. Sharma's Retention Agreement is not intended to
be complete and is qualified in its entirety by reference to the text of the
Retention Agreement, a copy of which is attached to this current report on Form
8-K as Exhibit 10.1 and incorporated herein by reference.
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Safe Harbor Statement
This Form 8-K contains forward-looking statements within the meaning of Section
27 A of the Securities Act of 1933, as amended, and Section 21 E of the
Securities Exchange Act of 1934, as amended. Reliance should not be placed on
forward-looking statements because they involve unknown risks, uncertainties and
other factors, which are, in some cases, beyond the control of CIRCOR. Any
statements in this Form 8-K that are not statements of historical fact are
forward-looking statements, including, but not limited to, those relating to
CIRCOR's fourth-quarter and full year 2021 guidance. Actual events, performance
or results could differ materially from the anticipated events, performance or
results expressed or implied by such forward-looking statements. Important
factors that could cause actual results to vary from expectations include, but
are not limited to: our ability to respond to competitive developments and to
grow our business, both domestically and internationally; changes in the cost,
quality or supply of raw materials; our ability to comply with our debt
obligations; our ability to successfully implement our acquisition, divestiture
or restructuring strategies, including our integration of the Fluid Handling
business; changes in industry standards, trade policies or government
regulations, both in the United States and internationally; our ability to
operate our manufacturing facilities at current or higher levels and respond to
increases in manufacturing costs; and the duration and severity of the COVID-19
pandemic and its impact on the global economy. BEFORE MAKING ANY INVESTMENT
DECISIONS REGARDING OUR COMPANY, WE STRONGLY ADVISE YOU TO READ THE SECTION
ENTITLED "RISK FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND
SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE "INVESTORS"
LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
CIRCOR Announces CEO Transition and Reaffirms Outlook for Fourth Quarter and
99.1 Full Year 2021
10.1 Arjun Sharma Retention Agreement dated January 14, 2022--------------------------------------------------------------------------------
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CIRCOR INTERNATIONAL, INC. 
