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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
Date of Report (Date of earliest event reported): May 01, 2024 |
METHODE ELECTRONICS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-33731 |
36-2090085 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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8750 West Bryn Mawr Avenue |
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Chicago, Illinois |
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60631-3518 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (708) 867-6777 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, $0.50 Par Value |
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MEI |
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2024, Avi Avula, the Chief Executive Officer of Methode Electronics, Inc. (the “Company”), informed the Company’s Board of Directors of his decision to resign, effective immediately. Mr. Avula was deemed to have resigned as a director of the Company at the same time in accordance with the terms of his Offer Letter dated as of December 18, 2023. The Board of Directors has initiated an external search process in order to identify Mr. Avula’s successor. Until a permanent successor is identified, the Company has arranged for Kevin Nystrom to serve as the Company’s interim Chief Executive Officer. Mr. Nystrom is a partner and managing director of AlixPartners, a business advisory firm currently providing a number of consulting services to the Company. The Company has previously announced plans to appoint David Rawden of AlixPartners as its interim Chief Financial Officer following the announced retirement of Ronald Tsoumas from that role effective July 12, 2024, as disclosed in its Current Report on Form 8-K filed April 8, 2024. In connection with the services to be provided by Mr. Nystrom, the Company will pay AlixPartners an additional consulting fee of $70,000 per week, and has also agreed to indemnify AlixPartners against certain liabilities in connection with the engagement.
Mr. Nystrom, age 64, has been a Partner and Managing Director at AlixPartners LLP since 1999. Mr. Nystrom’s assignments through AlixPartners have included being Interim Chief Executive Officer for iAero Group Holdings, an airline, from March 2022 to April 2024, Chief Restructuring Officer at Blackhawk Mining, a coal mining company, from April 2019 to November 2019 and Chief Restructuring Officer at Mission Coal, a coal mining company from September 2018 to March 2019. Mr. Nystrom has a Bachelor of Arts in accounting from the University of South Dakota and is a member of the American Institute of CPAs.
Except through his position at AlixPartners noted above, there are no arrangements or understandings between Mr. Nystrom and any other person pursuant to which he was selected as interim Chief Executive Officer. There are no family relationships between Mr. Nystrom and any director or executive officer of the Company. Except through the Company’s engagement of AlixPartners for consulting and executive services noted above, the Company has not entered into any transactions with Mr. Nystrom that are reportable pursuant to Item 404(a) of Regulation S-K. Since the beginning of the Company’s last fiscal year, the Company has paid AlixPartners approximately $1.4 million for consulting services to date. Future payments under this engagement cannot be estimated at this time.
Item 7.01 Regulation FD Disclosure.
A copy of the press release regarding these matters is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
Following the resignation of Mr. Avula, the Board of Directors decreased the size of the Board from eleven members to ten.
The Board of Directors also appointed Mark Schwabero, an independent director, to the role of Vice Chairman of the Board.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number |
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Description |
99.1 |
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Press Release of Methode Electronics, Inc. dated May 6, 2024 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 thereunto duly authorized.
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Methode Electronics, Inc. |
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Date: |
May 6, 2024 |
By: |
/s/ Kerry A. Vyverberg |
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Kerry A. Vyverberg |
Exhibit 99.1
Methode Electronics Announces CEO Transition
Kevin Nystrom Appointed Interim Chief Executive Officer
Mark Schwabero Appointed Vice Chairman of the Board
Chicago, IL – May 6, 2024 – Methode Electronics, Inc. (NYSE: MEI), a leading global supplier of custom-engineered solutions for user interface, LED lighting system and power distribution applications, announced today that Kevin Nystrom, a partner and managing director at AlixPartners LLP, has been appointed interim CEO, effective immediately. The company has previously disclosed its ongoing engagement with AlixPartners for various consulting services, including cost reduction and financial advisory.
Mr. Nystrom succeeds Avi Avula, who resigned from his position as President and Chief Executive Officer. Methode's Board of Directors, with the assistance of executive search firm Spencer Stuart, has initiated a search to identify a permanent CEO.
The Methode Board also announced the appointment of Mark Schwabero, current director and former Chairman, Chief Executive Officer and Director of Brunswick Corporation, as Vice Chairman of the Board, effective immediately. In this role, Mr. Schwabero will work closely with Mr. Nystrom to provide counsel and support the execution of the Company’s strategic and operational initiatives until a permanent successor has been appointed. The company’s former President and Chief Executive Officer, Donald W. Duda, remains a strategic consultant to Methode through January 2025 and will continue to provide support during the transition period.
Walter J. Aspatore, Chairman of the Methode Board, said, “The Board will work diligently to undertake a comprehensive and timely search to identify a permanent CEO. As we move forward with that process, we are pleased that Kevin will take on the interim role. He brings deep financial management and operational experience to Methode. Since joining the Board in 2019, Mark has demonstrated outstanding leadership and provided critical expertise relevant to Methode’s business. Given Mark’s significant public company CEO experience, we are grateful he is taking on this expanded role to support Kevin.”
“As the Board conducts its thorough yet expeditious search for a permanent CEO, my priority will be to work closely with Kevin to advance the ongoing review of our operations, costs and portfolio with the aim of restoring profitability and strengthening our foundation to drive growth and shareholder value creation,” said Mr. Schwabero.
Mr. Nystrom said, “I look forward to joining Methode and leveraging my experience to advance the initiatives already underway, including driving operational efficiencies across the business.”
About Kevin Nystrom
Mr. Nystrom has more than 25 years of experience in restructuring and financial management. He has held management roles and advised companies, boards of directors, investor groups, and lenders in a wide range of turnaround and reorganization situations. His operational experience covers numerous industries, including mining, manufacturing, distribution, financial services, professional services, transportation, telecommunications, and real estate. Prior to joining AlixPartners, he was a managing director at Zolfo Cooper and executive vice president and chief financial officer (CFO) of National Mortgage Corporation and CFO of publicly held real estate investment trusts at Asset Investors Corporation and Commercial Assets, Inc.
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Mr. Nystrom has served in numerous interim management positions, including as chief executive officer (CEO) for iAero Holdings, an airline; CEO of Boomerang Tube, an offshore-transmission-coordination-group pipe manufacturer; chief restructuring officer (CRO) of Blackhawk Mining, a coal mining company; and chief operating officer (COO) of Hawaiian Telcom, the 10th-largest US telecommunications utility.
Mr. Nystrom has a Bachelor of Arts in accounting from the University of South Dakota and is a member of the American Institute of CPAs.
About Methode Electronics, Inc.
Methode Electronics, Inc. (NYSE: MEI) is a leading global supplier of custom-engineered solutions with sales, engineering and manufacturing locations in North America, Europe, Middle East and Asia. We design, engineer, and produce mechatronic products for OEMs utilizing our broad range of technologies for user interface, LED lighting system, power distribution and sensor applications.
Our solutions are found in the end markets of transportation (including automotive, commercial vehicle, e-bike, aerospace, bus, and rail), cloud computing infrastructure, construction equipment, and consumer appliance. Our business is managed on a segment basis, with those segments being Automotive, Industrial, and Interface.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, our current views with respect to the matters addressed. Such forward-looking statements are subject to many risks, uncertainties and factors relating to our operations and business environment, which may cause our actual results to be materially different from any future results, expressed or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or our strategies or expectations, including expectations relating to our executive search process and our review of our operations, costs and portfolio, are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, risks associated with our leadership turnover, the effectiveness or outcome of cost reduction and process improvement measures, risks relating to conducting global operations and other factors discussed in our Annual Report on Form 10-K for the fiscal year ended April 29, 2023, in particular those discussed under Part I, Item 1A (Risk Factors) of such report, and in our subsequent filings with the Securities and Exchange Commission. Any forward-looking statements made by us speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.
For Methode Electronics, Inc.
Robert K. Cherry
Vice President Investor Relations
rcherry@methode.com
708-457-4030
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