Form 8-K - Current report

false000006657000000665702024-05-132024-05-13

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): May 13, 2024

MSA SAFETY INCORPORATED

(Exact name of registrant as specified in its charter)

Pennsylvania			1-15579			46-4914539
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(IRS Employer Identification Number)

1000 Cranberry Woods Drive
Cranberry Township,			Pennsylvania						16066-5207
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: 724-776-8600

Former name or former address, if changed since last report: N/A

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:

☐						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, no par value			MSA			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01			Other Events.

On May 10, 2024, the Board of Directors (the “Board”) of MSA Safety Incorporated (the “Company”) approved a new stock repurchase program to replace the Company’s existing program. The Board did not set a termination date for the new program.

The new program authorizes up to $200 million in repurchases of Company common stock. The timing, manner, price and amount of any repurchases under the program will be determined by the Company in its discretion. Acquisitions pursuant to the program may be made from time to time through a combination of open market repurchases, privately negotiated transactions, through block trades and pursuant to any trading plan that may be adopted in accordance with Rules 10b5-1 and/or 10b-18 of the Securities and Exchange Commission. The Company is not obligated to repurchase any specific number of shares and the program may be modified, suspended or discontinued at any time. A press release announcing the repurchase program was issued and is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01			Financial Statements and Exhibits.

    

(d) The following exhibits are furnished with this report on Form 8-K.

Exhibit No.			Description
99.1			MSA Safety Incorporated Press Release dated May 13, 2024.
104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

---

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.

MSA SAFETY INCORPORATED
(Registrant)
By						/s/ Lee B. McChesney
						Lee B. McChesney
						Senior Vice President and Chief Financial Officer

May 13, 2024

---

EXHIBIT INDEX

Exhibit No.     Description

99.1    MSA Safety Incorporated Press Release dated May 13, 2024.

104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

EXHIBIT 99.1    

FOR IMMEDIATE RELEASE

FROM: MSA Safety Incorporated

Ticker: MSA (NYSE)

Media Relations Contact: Mark Deasy [phone]

Investor Relations Contact: Larry De Maria – [phone]

MSA Safety Announces Share Repurchase Program

PITTSBURGH, May 13, 2024 - MSA Safety, Inc. (NYSE: MSA), announced that on May 10, 2024, its Board of Directors authorized a new share repurchase plan of up to $200 million of the company's common stock. The program will replace the previous $100 million share repurchase plan, originally authorized in 2015. The timing, price, and volume of the repurchases will be based on market conditions, relevant securities laws, and other factors. The board did not set a termination date for the new program.

(more)

---

2

About MSA Safety:    

MSA Safety Incorporated (NYSE: MSA) is the global leader in advanced safety products, technologies and solutions. Driven by its singular mission of safety, the Company has been at the forefront of safety innovation since 1914, protecting workers and facility infrastructure around the world across a broad range of diverse end markets while creating sustainable value for shareholders. With 2023 revenues of $1.8 billion, MSA Safety is headquartered in Cranberry Township, Pennsylvania and employs a team of over 5,000 associates across its more than 40 international locations. For more information, please visit www.MSASafety.com.

# # #

Cover Page Document	May 13, 2024
Cover [Abstract]
Entity Incorporation, State or Country Code	PA
Document Type	8-K
City Area Code	724
Title of 12(b) Security	Common stock, no par value
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Amendment Flag	false
Entity Central Index Key	0000066570
Entity File Number	1-15579
Entity Tax Identification Number	46-4914539
Trading Symbol	MSA
Security Exchange Name	NYSE
Local Phone Number	776-8600
Entity Emerging Growth Company	false
Document Period End Date	May 13, 2024
Entity Registrant Name	MSA SAFETY INCORPORATED
Entity Address, Address Line One	1000 Cranberry Woods Drive
Entity Address, City or Town	Cranberry Township,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16066-5207
Document Information [Line Items]
Document Period End Date	May 13, 2024

---