FALSE130 Commerce WayEast AuroraNew York000000806300000080632025-02-062025-02-06
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): February 6, 2025
ASTRONICS CORPORATION
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | |
| New York | 0-7087 | 16-0959303 |
| (State of Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 130 Commerce Way East Aurora, New York | 14052 | |
| (Address of principal executive offices) | (Zip Code)
| |
Registrant's telephone number, including area code: (716) 805-1599
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, $.01 par value per share | ATRO | NASDAQ Stock Market |
Securities registered pursuant to Section 12(g) of the Act: None
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))
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.
(d) The Board of Directors (the “Board”) of Astronics Corporation (the “Company”) has elected Fay West as a director of the Company effective February 6, 2025. At this time, Ms. West has not yet been named to any committees of the Board.
There are no arrangements or understanding between Ms. West and any other person pursuant to which Ms. West was selected as a director of the Company. There are no transactions to which the Company is a participant and in which Ms. West has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K. There are no material plans, contracts or arrangements (whether or not written) or material amendments to which Ms. West is a party or in which she participates that were entered into in connection with the election of Ms. West as a director.
As of the date of appointment, Ms. West is entitled to receive compensation and participate in the plans of the Company applicable to all of the Company's directors, as more particularly described on page 23 of the Company's 2024 definitive proxy statement as filed with the Securities and Exchange Commission on March 26, 2024, under the sub-heading “Compensation of Directors”.
On February 7, 2025, the Company issued a press release regarding the election of Ms. West. The text of the press release announcing the election is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| | | | | |
| Exhibit | Description |
| Press Release of Astronics Corporation, dated February 7, 2025 |
| 104 | Cover Page Interactive Data File (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.
| | | | | | | | | | | |
| | | Astronics Corporation |
| | | |
| Dated: | February 7, 2025 | By: | /s/ Nancy L. Hedges |
| | Name: | Nancy L. Hedges |
| | | Vice President and Chief Financial Officer |
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