Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

  

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 1, 2024

 

CSW INDUSTRIALS, INC.

(Exact name of registrant as specified in charter)

 

Delaware

001-37454

47-2266942

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5420 Lyndon B. Johnson Freeway, Suite 500

Dallas, Texas 75240

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

 

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 Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CSWI

Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined by 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.    ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 1, 2024, the Board of Directors (the “Board”) of CSW Industrials, Inc. (the “Company”) elected Mr. Darron Ash as a new member of the Board. Mr. Ash brings extensive executive and board leadership experience and deep financial and operational expertise to the Company’s Board. Mr. Ash currently serves as Chief Executive Officer of Sammons Enterprises, Inc. (“Sammons”), a diverse global holding company, a position he has held since January 2023. Mr. Ash joined Sammons Enterprises in 2006 as its Chief Financial Officer, and in June 2015 he was appointed to the Executive Committee of Sammons’ Board of Directors, on which he continues to serve. Mr. Ash began his career in public accounting, and prior to joining Sammons, he served in financial leadership roles in the private equity, consumer products manufacturing, professional services, and real estate sectors.

In connection with his election to the Board, Mr. Ash has also been appointed as a member of the Board’s Compensation & Talent Development Committee. The Board has made an affirmative determination that Mr. Ash qualifies as an independent director under Nasdaq rules and the Company’s standards for director independence. Additionally, Mr. Ash is “financially sophisticated” as defined under Nasdaq rules. There is no arrangement or understanding between Mr. Ash and any other person pursuant to which he was to be selected as a director. There have been no transactions directly or indirectly involving Mr. Ash that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.

Mr. Ash will be compensated for his service on the Board in accordance with the Company’s compensatory and other arrangements for non-employee directors, which are described in detail in the Company’s definitive proxy statement dated July 14, 2023, under the heading “Board of Directors Compensation.”

A copy of the press release issued by the Company announcing the election of Mr. Ash is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this report by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Exhibit Description

99.1

Press release dated June 3, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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.

Dated: June 3, 2024

 

By:						/s/ Luke E. Alverson
Name:						Luke E. Alverson
Title:						Senior Vice President, General Counsel & Secretary

CSW Industrials Names Darron Ash to Board of Directors, Supporting Commitment to Disciplined Capital Allocation, Corporate Responsibility and Board Succession Planning

Dallas, Texas – June 3, 2024 – CSW Industrials, Inc. (the “Company) (NASDAQ: CSWI) today announced that its Board of Directors has elected Darron Ash as an independent director. Mr. Ash’s addition as a director is part of the Board’s succession planning process and comes in anticipation of upcoming age-based director retirements pursuant to the Company’s Corporate Governance Guidelines.

Mr. Ash brings deep executive expertise in financial and operational leadership to the Company’s Board. Currently, Ash serves as the Chief Executive Officer and Executive Board Member for one of the largest privately held companies in the United States, Sammons Enterprises, Inc., a Dallas-based, employee-owned diverse global holding company with over $120 billion in assets. Mr. Ash joined Sammons in 2006 as the Chief Financial Officer and was appointed an Executive Board Member in 2015. Prior to Sammons, Mr. Ash spent time in private equity at HM Capital Partners, LLC serving as the Chief Financial Officer after prior experience in public accounting, consumer products manufacturing, professional services, and real estate.

“We are pleased to welcome Darron to our Board. His breadth of executive experience as the CEO and Board Member of a large, complex organization will bring an invaluable perspective to our Board,” said Joseph B. Armes, CSW Industrial’s Chairman, Chief Executive Officer, and President. “Darron is a strong and effective leader of Sammons’ unique ownership culture that parallels our employee-centric culture at CSWI. I am confident that he will help us drive the Company’s future growth while enhancing long-term shareholder value.”

Mr. Ash received his Bachelor of Science, BS, from Texas A&M University and went on to earn a Master of Business Administration from the University of Texas at Austin.

About CSW Industrials

CSW Industrials is a diversified industrial growth company with industry-leading operations in three segments: Contractor Solutions, Specialized Reliability Solutions, and Engineered Building Solutions. CSWI provides niche, value-added products with two essential commonalities: performance and reliability. The primary end markets we serve with our well-known brands include: HVAC/R, plumbing, general industrial, architecturally-specified building products, energy, mining, and rail transportation. For more information, please visit www.cswindustrials.com. 

Investor Relations

Alexa Huerta

Vice President, Investor Relations and Treasurer

214-489-7113

[e-mail]

Cover	Jun. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 01, 2024
Entity Registrant Name	CSW INDUSTRIALS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37454
Entity Tax Identification Number	47-2266942
Entity Address, Address Line One	5420 Lyndon B. Johnson Freeway, Suite 500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75240
City Area Code	214
Local Phone Number	884-3777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CSWI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001624794
Amendment Flag	false

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