Current Report Filing (8-k)

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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

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Date of Report: December 10, 2021

(Date of earliest event reported)

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TOOTSIE ROLL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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Virginia (State or other jurisdiction of incorporation)	001-01361 (Commission File Number)	22-1318955 (IRS Employer Identification No.)

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7401 South Cicero Avenue
Chicago, IL 60629
(Address of principal executive offices)

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

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Not Applicable
(Former name or former address if changed since last report.)

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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):

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☐ 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 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))

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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).

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Emerging growth company ☐

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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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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 $0.69-4/9 per share		TR		New York Stock Exchange

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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.

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On December 7, 2021, the Board of Directors of Tootsie Roll Industries, Inc. (the “Company”) approved an amendment to the Tootsie Roll Industries, Inc. Post-2004 Excess Benefit Plan, which was previously filed as Exhibit 10.30 to the Company’s Form 10-K for the fiscal year ended December 31, 2008.  The amendment provides that the Board may, in its discretion, either exclude employees from participating in the Plan or discontinue accrual of additional employer credits by participants under the Plan.  By separate vote, the Board voted to discontinue accruing additional employer credits for Ellen Gordon, its Chair and Chief Executive Officer, effective January 1, 2022.

A copy of the amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

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Exhibit	Description
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10.1	Amendment to the Tootsie Roll Industries, Inc. Post-2004 Excess Benefit Plan
104	Cover Page Interactive Data File (formatted as inline XBRL).

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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 under-signed thereunto duly authorized.

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December 10, 2021	TOOTSIE ROLL INDUSTRIES, INC.
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​	By:	/S/ G. HOWARD EMBER, JR.
​	​	G. Howard Ember, Jr.
​	​	Vice President Finance and Chief Financial Officer

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