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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AstroNova Inc | NASDAQ:ALOT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.29 | 1.91% | 15.44 | 14.85 | 19.00 | 16.03 | 14.83 | 15.35 | 20,437 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading |
Name of Each Exchange on which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On June 17, 2024, David S. Smith announced his decision to retire from his positions as Vice President, Chief Financial Officer and Treasurer of AstroNova, Inc. (the “Company”), effective immediately, and plans to pursue part-time corporate advisory and consulting opportunities.
(c)
On June 19, 2024, the Company announced that Thomas DeByle, age 64, became the Company’s Vice President, Chief Financial Officer and Treasurer, effective June 17, 2024. Prior to joining the Company, Mr. DeByle served as a business consultant from August 2022 to June 2024, Chief Financial Officer of Plastic Industries, Inc. from October 2021 to August 2022, Senior Vice President and Chief Financial Officer of NN, Inc. from September 2019 to June 2021, and Chief Financial Officer of Standex International from March 2008 to September 2019. He currently serves on the board of directors of privately held Good Foods Group, LLC and was previously on the board of publicly held Chase Corporation until its acquisition in 2023. Mr. DeByle earned a Master of Business Administration from Marquette University and a Bachelor of Business Administration in Accounting from St. Norbert College.
The Company entered into an offer letter with Mr. DeByle on May 31, 2024, which sets forth the terms of his at-will employment. Mr. DeByle has an annual base salary of $330,000. Under the Company’s Senior Executive Short-Term Incentive Plan, he will be eligible for target compensation at 45% of his base salary with a maximum attainment of 90% of his base salary. He will also participate in the Company’s employee benefit plans. The Company is paying Mr. DeByle a one-time $20,000 moving allowance. The description of the offer letter contained herein is qualified in its entirety by reference to the full text of the offer letter, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
The Company issued a press release on June 19, 2024 announcing Mr. DeByle’s hiring, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits
Exhibit |
Exhibit | |
10.1 | Offer Letter dated May 31, 2024 between the Company and Thomas DeByle* | |
99.1 | Press Release dated June 19, 2024 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Certain confidential portions of this exhibit were omitted because the identified confidential provisions (i) are not material and (ii) are the type that the Company treats as private or confidential. |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ASTRONOVA, INC. | ||||||
Dated: June 20, 2024 | By: | /s/ Gregory A. Woods | ||||
Gregory A. Woods | ||||||
President and Chief Executive Officer |
Exhibit 10.1
Certain identified information has been omitted from this exhibit because it is not material and of the type that the company treats as private or confidential. [***] indicates that information has been omitted.
May 31, 2024
Thomas D. DeByle
[***]
[***]
Dear Tom:
We are very pleased to offer you the position of Vice President, CFO and Treasurer. Your start date will be June 17, 2024 or such other date upon which we shall mutually agree. You will report to Gregory A. Woods, President and CEO. This offer is valid through June 4, 2024.
You will be paid a starting annualized salary of $330,000, paid in bi-weekly increments, in accordance with the companys standard payroll practices. You will also be eligible to participate in our Executive Short Term Incentive Plan (STIP) and Executive Long Term Incentive Plan (LTIP) as approved by the Board of Directors on an annual basis. More details on the specifics of this plan will be provided. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes.
More specific details of your STIP and LTIP compensation are as follows:
| STIP target compensation at 45% of base salary with maximum attainment of 90% of base salary. |
| STIP metrics are determined and approved by the Board annually for each fiscal year running from February 1st through January 31st. |
| STIP payments for the first year of tenure are prorated for each full month of service. |
| LTIP annual grants equivalent to 75% of base salary. |
| LTIP grants are approved and granted annually at the end of each fiscal year, typically in March. |
| For FY25 (current fiscal year), grant date will be the later of your start date or board approval of grant date. |
Additionally, you will be paid a one-time moving allowance of $20,000 payable upon your start date in lump-sum.
In the event that your employment with the Company terminates on or after June 17, 2027 on account of your bona fide retirement (as determined in good faith by the Board) on not less than two-months prior written notice to the Board, then, subject to compliance with Section 409A of the Internal Revenue Code, as amended from time to time, or any related regulations or successor provisions thereto, any time-based equity awards issued to you that remain unvested as of the effective date of your retirement shall continue to vest in accordance with their original vesting schedule, notwithstanding the termination of your employment. For clarity, the foregoing shall not alter any provision of an equity award issued to you that provides for accelerated vesting of that award upon the termination of your service to the Company.
Upon your start date, you will begin accruing paid time off accrual of four weeks and three days per year which is currently the maximum accrual in accordance with the Company paid time off accrual policy. You are also eligible for paid holidays in accordance with our company policy.
In addition, you are eligible to participate in the companys benefits plans and programs in accordance with our company policy and subject to the terms and conditions set forth in the benefit programs themselves. Please refer to the benefits summary plan descriptions for further information. The Company reserves the right to modify, add to or eliminate any employment benefits offered.
Other terms and guidelines relating to your employment are set forth in our team member handbook, which we will provide to you on your first day of employment.
This offer and your employment with the Company is contingent on verification of (1) your prior employment, education and license credentials, (2) a criminal background check and pre-employment drug screen, (3) satisfactory references, and (4) information you provide to prove your identity and authorization to work in the USA. As a condition of your employment, you will be required to sign a Confidentiality and Proprietary Rights Agreement, which will be provided to you for review.
AstroNova, Inc. is an at-will employer. This means that both you and the Company reserve the right to terminate the employment relationship at any time, for any reason, with or without cause. This letter serves only to confirm our offer of employment and does not constitute a contract of employment. Although your job duties, title, compensation and benefits, as well as the Companys personnel policies and procedures, may change from time to time, the at-will nature of your employment, may only be changed in an express written agreement signed by an authorized representative of the Company. Acceptance of this offer does not constitute an employment agreement and this letter is not to be construed as a guarantee of employment by the Company for any specific period or length of time.
2
By signing this letter, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company. This offer letter supersedes any prior understandings or agreements, whether oral or written, between you and the Company.
The Company does not discriminate on the basis of gender, race, color, religion, national origin, age, disability, sexual orientation, marital status or ancestry, or any other protected class, in any of its policies, practices, procedures and employment.
We hope you find the terms of this offer acceptable. Please indicate your agreement with these terms and accept our offer by signing and dating the letter and returning it to me. All of us at the Company look forward to welcoming you and we are confident of your potential as a valued and respected member of the Company.
We look forward to your acceptance of our offer. If you should have any questions regarding this offer, please contact Matthew Cook at mcook@astronovainc.com.
Again, welcome to AstroNova, Inc.
Sincerely,
/s/ Gregory A. Woods
Gregory A. Woods
President & CEO
Accepted and Agreed
Thomas DeByle
(Candidate Name)
/s/ Thomas DeByle |
5/31/24 | |||
(Candidate Signature) | (Date) |
3
Exhibit 99.1
![]() |
News Release |
AstroNova Appoints Thomas DeByle as Chief Financial Officer
Seasoned financial executive with experience in financial strategy,
international expansion and M&A
Former CFO David Smith has retired
West Warwick, R.I. June 19, 2024 AstroNova, Inc. (Nasdaq: ALOT), a global leader in data visualization technologies, today announced the appointment of Thomas DeByle as the Companys new chief financial officer, replacing David S. Smith, who has retired. Mr. DeByle is an experienced public company chief financial officer with deep financial acumen, as well as significant experience in financial strategy, international expansion and M&A.
We are thrilled to welcome Tom to AstroNova as we focus on profitably growing our company for the long term, said Greg Woods, President and Chief Executive Officer of AstroNova. With our recent acquisition of MTEX that broadened our international footprint, we expect to leverage Toms experience in global transformation in financial strategy, operations and governance to drive increased growth and shareholder value. We look forward to his contributions.
We would like to thank David for his service on behalf of AstroNova, added Woods. Over the course of more than six years as CFO, David contributed greatly to the significant operational changes that have positioned us well for the future. David plans to pursue part-time corporate advisory and consulting opportunities. We wish him well in his future endeavors.
Mr. DeByle has more than 25 years of experience in senior financial leadership roles both in the United States as well as in Europe. He has been chief financial officer for publicly held companies NN, Inc. and Standex International Corporation, as well as privately held Plastic Industries, Inc. He also has had senior finance roles at Doosan Infracore, Ingersoll Rand, Thermo King International, Enerpac and Johnson Controls. He currently serves on the board of directors of privately held Good Foods Group, LLC and was previously on the board of publicly held Chase Corporation until its acquisition last year. Mr. DeByle obtained his MBA from Marquette University and his Bachelor of Business Administration in Accounting from St. Norbert College.
About AstroNova
AstroNova (Nasdaq: ALOT), a global leader in data visualization technologies since 1969, designs, manufactures, distributes, and services a broad range of products that acquire, store, analyze, and present data in multiple formats.
The Product Identification segment provides a wide array of digital, end-to-end product marking and identification solutions, including hardware, software, and supplies for OEMs, commercial printers, and brand owners. The Test and Measurement segment provides products designed for airborne printing solutions, avionics, and data acquisition. Our aerospace products include flight deck printing solutions, networking hardware, and specialized aerospace-grade supplies. Our data acquisition systems are used in research and development, flight testing, missile and rocket telemetry production monitoring, power, and maintenance applications.
AstroNova is a member of the Russell Microcap® Index and the LD Micro Index (INDEXNYSEGIS: LDMICRO). Additional information is available by visiting https://astronovainc.com/.
Forward-Looking Statements
Information included in this news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning future events and results. These statements may include the use of the words believes, expects, intends, plans, anticipates, likely, continues, may, will, and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning the Companys anticipated performance, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, the risk that we may not be able to realize the expected synergies from our acquisition of MTEX NS and those factors set forth in the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2024 and subsequent filings AstroNova makes with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this news release.
Contact:
Scott Solomon
Senior Vice President
Sharon Merrill Advisors
(857) 383-2409
ALOT@investorrelations.com
###
Document and Entity Information |
Jun. 17, 2024 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0000008146 |
Document Type | 8-K |
Document Period End Date | Jun. 17, 2024 |
Entity Registrant Name | ASTRONOVA, INC. |
Entity Incorporation State Country Code | RI |
Entity File Number | 0-13200 |
Entity Tax Identification Number | 05-0318215 |
Entity Address, Address Line One | 600 East Greenwich Avenue |
Entity Address, City or Town | West Warwick |
Entity Address, State or Province | RI |
Entity Address, Postal Zip Code | 02893 |
City Area Code | (401) |
Local Phone Number | 828-4000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $0.05 Par Value |
Trading Symbol | ALOT |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
1 Year AstroNova Chart |
1 Month AstroNova Chart |
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