Schmitt Industries Announces ManagementaAnd Governance Updates
- BOARD APPOINTS MICHAEL R. ZAPATA AS CHIEF EXECUTIVE OFFICER
- IMPLEMENTATION OF PERFORMANCE-BASED PAY FOR EXECUTIVES
- IMPLEMENTATION OF SUGGESTED MINIMUM SHARE OWNERSHIP REQUIREMENTS
- PROPOSAL FOR DECLASSIFIED BOARD AT 2019 ANNUAL MEETING
In addition to appointing Mr. Zapata as President and CEO, the Board has adopted the following policies:
- Implement Performance-Based Pay for Executives
- Implement Suggested Minimum Share Ownership Requirements for Executives and Directors
- Propose a
Declassified Board for Shareholder Approvalat the 2019 Annual Meeting of Shareholders
These corporate governance enhancements highlight the Board’s desire to align incentives and performance of the executives and directors with that of the shareholders.
The primary objective of the Performance-Based Pay and Minimum Share Ownership policies for executives is to align team member incentives with long-term shareholder interests. To accomplish this, the executive compensation program will generally consist of three primary components: base salary, annual performance-based bonuses and long-term incentive compensation. The performance-based metrics will be a mixture of profitability, cash-flow and individual-based goals.
Additionally, the Board believes strongly that its directors and executives should have meaningful share ownership in Schmitt. Accordingly, the Board has established suggested minimum share ownership guidelines. Each Board member is expected to own, at a minimum, that number of shares of common stock equal in value to three times their retention payment, or
To further enhance accountability to shareholders, the Schmitt Board intends to submit a proposal to the Company’s shareholders at the 2019 Annual Meeting to amend Schmitt’s by-laws to provide for the election of directors on an annual basis. If the proposed structure is approved by the shareholders, directors elected at the Company’s 2019 Annual Meeting will be elected on an annual basis, and commencing with the Company’s 2020 Annual Meeting, directors whose terms expire at each annual meeting would be elected for a one-year term. Accordingly, by the Company’s 2021 Annual Meeting and thereafter, the entire Board would be elected annually.
This document may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors. A complete discussion of the risks and uncertainties that may affect Schmitt’s business, including the business of its subsidiary, is included in “Risk Factors” in the Company’s most recent Annual Report on Form 10-K as filed by the Company with the
For further information regarding risks and uncertainties associated with the Company’s business, please refer to Schmitt’s
The forward-looking statements in this release speak only as of the date on which they were made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, or for changes to this document made by wire services or internet service providers.
|For more information contact:||Michael R. Zapata, Chairman, President and Chief Executive Officer
(503) 227-7908 or visit our web site at www.schmitt-ind.com
Source: Schmitt Industries, Inc.