SEC Filing Summary: RELM Wireless Corporation (8-K)
Business Context and Reporting Period
This Form 8-K Current Report was filed by RELM Wireless Corporation on January 9, 2017. The filing addresses Item 5.02 regarding the departure of a director and the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance changes.
Material Changes
- Director Resignation: Donald F.U. Goebert resigned from the Board of Directors effective immediately on January 9, 2017. The resignation was accepted by the Board with no disagreement regarding operations, policies, or practices.
- Director Appointment: General E. Gray Payne (age 69) was appointed to the Board effective immediately to fill the vacancy. The Board determined General Payne qualifies as an independent director.
- Committee Assignment: General Payne was appointed to the Audit Committee.
Outlook, Commentary, and Compensation
General Payne brings extensive experience in federal consulting, having served as Senior Vice President of The Columbia Group (TCG) managing Marine Corps and Navy Programs Divisions with combined revenue of approximately $29 million. He previously served on active duty with the Marine Corps for 10 years, retiring as a Major General.
Compensation Arrangements: General Payne will participate in standard non-employee director compensation, including:
- Annual retainer of $8,000.
- Meeting fees: $1,000 for in-person Board meetings, $500 for telephone Board meetings.
- Committee fees: $250 for committee meetings held with Board meetings; $500 for standalone committee meetings.
- Annual committee chair retainer of $1,000.
- Stock options: An initial grant to purchase 5,000 shares of common stock upon appointment, plus an annual grant of 5,000 shares.
There are no undisclosed agreements or transactions required under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the independence status of General E. Gray Payne as disclosed in the filing.
- Review the Company's 2016 Proxy Statement for full details on the standard non-employee director compensation plan.
- Confirm the effective date of the resignation and appointment (January 9, 2017) for corporate governance records.
- Check for any subsequent filings regarding the composition of the Audit Committee.