Form 8-K - Current report

 

 

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: October 2, 2024 (Date of earliest event reported: October 1, 2024)

 

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware		001-40840		95-4372080
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One Tribology Center

Oxford, CT 06478

(Address of principal executive offices) (Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(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 Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		RBC		New York Stock Exchange
5.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share		RBCP		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 (§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. ☐

 

 

 

 

 

 

Section 5 – Corporate Governance and Management

 

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

 

On October 1, 2024, the Board of Directors of RBC Bearings Incorporated (the “Company”) elected Frederick J. Elmy a director of the Company to fill a vacancy on the Board, as a result of which the Company now has nine directors. He is a Class III director and will serve until the Company’s annual meeting of stockholders in 2025. He will receive the standard compensation paid by the Company to its independent directors, consisting of (i) $50,000 of annual cash compensation, paid quarterly, and (ii) an annual grant of stock options and restricted stock at the discretion of the Compensation Committee and upon approval of the Board. Mr. Elmy is joining the Company’s Audit Committee, and the Board has determined that he is an “audit committee financial expert” for purposes of the SEC’s regulations.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1	Press release of RBC Bearings Incorporated dated October 1, 2024.
104	Cover page interactive data file (embedded within the inline XBRL document)

 

1

 

 

SIGNATURES

 

According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: October 2, 2024

 

	RBC BEARINGS INCORPORATED
	By:	/s/ John J. Feeney
		John J. Feeney
		Vice President, General Counsel and Secretary

 

2

 

Exhibit 99.1

 

Frederick J. Elmy Joins RBC Bearings Board of Directors

 

OXFORD, Conn. – October 1, 2024 – RBC Bearings Incorporated (NYSE: RBC, RBCP), a leading international manufacturer of highly engineered precision bearings, components and essential systems for the industrial, defense and aerospace industries, today announced that its Board of Directors has elected Frederick J. Elmy a director of the Company. Mr. Elmy is a Class III director and will serve until the Company’s annual meeting of stockholders in 2025. Additionally, the Board of Directors has determined that he is an audit committee financial expert and appointed him to serve on the Company’s Audit Committee.

 

Chairman and Chief Executive Officer Dr. Michael J. Hartnett commented, “We are very excited to have Mr. Elmy joining our Board of Directors. His many years with PricewaterhouseCoopers LLP will provide RBC with a wealth of valuable executive and financial experience.” Mr. Elmy stated, “I am honored to be elected to the Board of Directors of RBC Bearings. I look forward to leveraging my experience and sharing my insights with the Company as it continues to execute its strategic and operational initiatives.”

 

Mr. Elmy joined PricewaterhouseCoopers in 1982 and became a partner in 1994, serving in several roles over the years including National Office Partner—Accounting and SEC Services; Audit Partner—Financial Services, Industrial Products and Technology; and Financial Markets Partner—Accounting Advisory and Treasury Services, until his retirement in 2021. During his years at PwC, Mr. Elmy worked extensively with senior executives, audit committees and boards of directors of numerous organizations on financial markets transactions, mergers and acquisitions, risk management, technical accounting, and SEC and financial reporting matters. Mr. Elmy holds a Bachelor of Arts degree in Economics from the University of Pennsylvania and is a Certified Public Accountant.

 

About RBC Bearings

 

RBC Bearings Incorporated is an international manufacturer and marketer of highly engineered precision bearings, components and essential systems. The Company is primarily focused on producing highly technical or regulated bearing products and components requiring sophisticated design, testing, and manufacturing capabilities for the diversified industrial, aerospace, and defense markets. The Company is headquartered in Oxford, Connecticut.

 

Contacts

 

Rob Moffatt

Director of Investor Relations

[e-mail]

 

Source: RBC Bearings Incorporated

 

Cover	Oct. 01, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity File Number	001-40840
Entity Registrant Name	RBC BEARINGS INCORPORATED
Entity Central Index Key	0001324948
Entity Tax Identification Number	95-4372080
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	One Tribology Center
Entity Address, City or Town	Oxford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06478
City Area Code	203
Local Phone Number	267-7001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.01 per share
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RBC
Security Exchange Name	NYSE
5.00% Series A Mandatory Convertible
Title of 12(b) Security	5.00% Series A Mandatory Convertible
Trading Symbol	RBCP
Security Exchange Name	NYSE

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