Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On September 16, 2021, Godfrey M. Long, Jr. resigned his position as a member of
the Board of Directors of the Company (the "Board") which was accepted by the
Board on September 17, 2021. Mr. Long's resignation from the Board was not
because of any disagreement with the Company or the Board.
(d)
On September 17, 2021, the Board elected Margaret A. Walters to fill the seat
formerly occupied by Mr. Long. Mrs. Walters will serve as a director with a term
of office expiring at the Company's 2024 annual meeting of stockholders.
Mrs. Walters has had an important, though informal, role with the Company since
her husband, Keith Walters, was appointed as CEO in 1997. As a trained educator
with expertise in curriculum development, Mrs. Walters was instrumental in
helping craft the standard cost training curriculum and tools that are used in
the acquisition and integration of new manufacturing plants and the training of
plant managers, which has been a significant contribution to the Company's
ability to consistently maintain its healthy operating margins. For nearly 25
years, Mrs. Walters has helped cultivate important relationships with suppliers,
distributors, and other printing companies through her regular attendance at
industry events and trade shows. Through the relationships she has established
over the years, Mrs. Walters has played an integral role in completing some of
the Company's most important acquisitions. Given her substantial understanding
of the Company's culture and operating practices and the goodwill she has
developed with many in the printing industry, the Board believes that Mrs.
Walters is a valuable addition to the Board.
Mrs. Walters will be eligible to participate in the Company's standard
compensation arrangements for non-employee directors, consisting of an annual
cash retainer, meeting fees, stock options and restricted stock, as described in
the Company's proxy statement filed with the Securities and Exchange Commission.
Mrs. Walters will not be an independent director and therefore will not serve on
any Committees.
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