Servotronics' Board Appoints Two New Independent Directors, Names Non-Executive Chairman and Accelerates Expiration of its Shareholder Rights Plan
ELMA, N.Y., April 27, 2022 /PRNewswire/ -- The Board of Servotronics, Inc. (NYSE American – SVT) announced the appointment of two new independent directors and a non-executive Chairman, as well as the accelerated expiration of the company's shareholder rights plan.
Evan Wax, Managing Member of one of Servotronics' largest shareholders, Wax Asset Management LLC, and retired public company finance and business executive Karen L. Howard have joined the Board as independent directors. In addition, sitting independent director Christopher M. Marks was appointed Chairman of the Board.
Today's announcements follow Servotronics' previously disclosed appointment of William F. Farrell, Jr. to serve as Chief Executive Officer and a director of the company. All of these appointments are effective as of April 25, and the Board intends to nominate each of them for election at Servotronics' next annual meeting of shareholders as part of a six-person slate that is expected to include incumbents Edward C. Cosgrove, Esq. and Lucion P. Gygax.
The Board has also approved an amendment to the company's shareholder rights plan to accelerate its expiration date to April 26, 2022, effectively terminating the "poison pill" that had previously been set to expire on October 15, 2022.
"Servotronics recognized, publicly acknowledged and initiated action on the need for governance changes last year. This included announcing a search for a new CEO with advanced manufacturing and aerospace experience and beginning the process of recruiting new independent directors to add diversity and perspective to the Board," Mr. Marks said. "We believe these changes will help ensure that the Board is well equipped to represent the interests of all of its common stockholders. Much important work remains to be done, and with the latest additions of highly experienced and proven leaders to our Board and executive team, coupled with other governance changes announced today, we believe the company is well positioned for growth, operational success and shareholder value creation."
The company also announced today that Jason T. Bear tendered his resignation as a director, effective April 25. Mr. Marks said, "We thank Jason for his valuable service to Servotronics over the last five years, and particularly for his leadership as Nominating and Corporate Governance Committee Chair through the CEO-search and Board-refreshment process. We wish him the very best as he returns his full professional attention to the marketing business he founded and continues to lead as its CEO."
As previously disclosed on December 27, 2021, the Board does not intend to renominate the company's former Chairman and CEO Kenneth D. Trbovich for election to the Board at the next annual meeting of shareholders.
Independent Director Evan Wax
Independent Director Karen L. Howard
Chairman Christopher M. Marks
Chief Executive Officer and Director William F. Farrell, Jr.
The Board of Directors has determined that each of Ms. Howard, Mr. Wax and Mr. Marks meet the test of "independence" as defined by the NYSE American listing standards.
Servotronics, Inc. ("Servotronics" or the "Company") will file a proxy statement with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for its annual meeting of shareholders. The Company will furnish the definitive proxy statement to its shareholders. Shareholders are strongly advised to read the proxy statement because it will contain important information from the Company. Shareholders may obtain a free copy of the proxy statement, any amendments or supplements to the proxy statement and other documents that the Company files with the SEC from www.sec.gov or the Company's website at https://servotronics.com/investor-relations/ as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
The Company, its directors, its executive officers and its nominees for election as director may be deemed participants in the Company's solicitation of proxies from shareholders in connection with the matters to be considered at the upcoming annual meeting of shareholders. Information about the Company's directors and executive officers is set forth in (i) the Company's Proxy Statement for its last Annual Meeting of Shareholders, which was filed with the SEC on April 14, 2021, (ii) the Company's Current Report on Form 8-K announcing the appointment of William F. Farrell, Jr. as Chief Executive Officer of the Company, which was filed with the SEC on April 25, 2022 and (iii) the Company's Current Report on Form 8-K announcing the appointment of Karen L. Howard and Evan Wax to the Board of Directors, which was filed with the SEC on April 27, 2022, each of which are available at the SEC's website at www.sec.gov or the Company's website at https://servotronics.com/investor-relations/. Additional information regarding the interests of participants in the solicitation of proxies in connection with the upcoming annual meeting of shareholders will be included in the definitive proxy statement that the Company will file with the SEC.
The Company is composed of two groups – the Advanced Technology Group (ATG) and the Consumer Products Group (CPG). The ATG primarily designs, develops and manufactures servo controls and other components for various commercial and government applications (i.e., aircraft, jet engines, missiles, manufacturing equipment, etc.). The CPG designs and manufactures cutlery, bayonets, pocket knives, machetes and combat knives, survival, sporting, agricultural knives and other edged products for both commercial and government applications.
This news release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this release, the words "project," "believe," "plan," "anticipate," "expect" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve numerous risks and uncertainties which may cause the actual results of the Company to be materially different from future results expressed or implied by such forward-looking statements. There are a number of factors that will influence the Company's future operations, including: uncertainties in today's global economy, including political risks, adverse changes in legal and regulatory environments, and difficulty in predicting defense appropriations, the introduction of new technologies and the impact of competitive products, the vitality of the commercial aviation industry and its ability to purchase new aircraft, the willingness and ability of the Company's customers to fund long-term purchase programs, and market demand and acceptance both for the Company's products and its customers' products which incorporate Company-made components, the Company's ability to accurately align capacity with demand, the availability of financing and changes in interest rates, the outcome of pending and potential litigation, the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses' and governments' responses to the pandemic on our operations and personnel, and on commercial activity and demand across our and our customers' businesses, and on global supply chains, the ability of the Company to obtain and retain key executives and employees and the additional risks discussed in the Company's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's analysis only as of the date hereof. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.
SERVOTRONICS, INC. (SVT) IS LISTED ON NYSE American
View original content:https://www.prnewswire.com/news-releases/servotronics-board-appoints-two-new-independent-directors-names-non-executive-chairman-and-accelerates-expiration-of-its-shareholder-rights-plan-301534755.html
SOURCE Servotronics, Inc.