Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 26, 2022, the Board of Directors (the "Board") of CIRCOR
International, Inc. (the "Company") elected Arthur "Art" L. George, Jr. to the
Board, effective immediately, filling a vacant Board seat. The Board has
determined that Mr. George qualifies as an independent director in accordance
with the New York Stock Exchange listing standards.
Mr. George brings significant executive and general management experience as
well as extensive operational and new product development experiences in high
technology markets. Mr. George's experience with high performance analog
products used in a wide range of industrial products gives him insight on a
diverse set of industries and affords the Board a unique perspective in
identifying strategic and tactical risks and opportunities.
Mr. George retired from Texas Instruments (Nasdaq: TXN) in 2014, one of the
world's largest semiconductor companies and a highly innovative, high performing
global leader in analog, embedded processing, and wireless technologies, after a
30-year career. Immediately prior to retirement, Mr. George served as senior
vice president and manager of Texas Instruments' Analog Engineering Operations
from 2011 until 2014. Previously, Mr. George was senior vice president and
worldwide general manager, High Performance Analog of Texas Instruments from
2006 to 2011.
Mr. George currently serves on the board of Axcelis Technologies, Inc. (Nasdaq:
ACLS; since 2014), a provider of equipment and service solutions for the
semiconductor manufacturing industry, where he serves as on the Compensation
Committee, on which he has been Chair since 2020, and the Technology and New
Product Development Committee, on which he was Chair from August 2017 to May
2020. He also serves on the board of Nordson Corporation (NASDAQ: NDSN; since
2012), a manufacturer of precision dispensing equipment for industrial liquid
and powder coatings, adhesives, and sealants, where he serves on the
Compensation Committee and the Governance & Nominating Committee.
Mr. George has not yet been appointed to any Board committees. At the time of
appointment, the Company will update this Form 8-K with the relevant
information. As a non-employee director, Mr. George is entitled to receive
compensation in accordance with the Company's non-employee director compensation
arrangements described under the caption "Director Compensation" in the
Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on April 13, 2021. In addition, Mr. George will enter into an
indemnification agreement with the Company in substantially the same form that
the Company has entered into with its other directors, a copy of which is filed
as Exhibit 10.12 to the Annual Report on Form 10-K filed by the Company with the
Securities and Exchange Commission on March 12, 2003.
There was no arrangement or understanding between Mr. George and any other
persons pursuant to which Mr. George was elected as a director. Mr. George has
no direct or indirect material interest in any existing or currently proposed
transaction that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Arthur "Art" L. George, Jr. to Join CIRCOR Board of Directors
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