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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 1, 2024

LSI INDUSTRIES INC.

(Exact name of Registrant as Specified in its Charter)

Ohio		01-13375		31-0888951
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10000 Alliance Road, Cincinnati, Ohio	45242
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (513) 793-3200

(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 (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		LYTS		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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 ☐

Item8.01. Other Events.

On May 1, 2024, LSI Industries Inc., an Ohio corporation (“LSI”), issued a press release announcing that on May 1, 2024, LSI granted stock options, performance stock unit awards and restricted stock unit awards to certain new employees of LSI in connection with LSI’s acquisition of EMI Industries, LLC and its entry into employment agreements with the employees. The awards are issued as material inducement to their acceptance of employment with LSI in accordance with NASDAQ Listing Rule 5635(c)(4) and were approved by LSI’s Compensation Committee. A copy of the press release is filed herewith as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d)

Exhibits

ExhibitNo.

99.1		LSI Press Release dated May 1, 2024
104		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 hereunto duly authorized.

	LSI INDUSTRIES INC.

	BY:/s/ Thomas A. Caneris
	Thomas A. Caneris
	Executive Vice President –Human Resources and General Counsel

Dated: May 1, 2024

EX-99.1 2 ex_664611.htm EXHIBIT 99.1 ex_664611.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

DATE: May 1, 2024

LSI INDUSTRIES INC. REPORTS INDUCEMENT GRANTS UNDER NASDAQ LISTING RULES

Cincinnati, OH; May 1, 2024 – LSI Industries Inc. (NASDAQ: LYTS, or the “Company”) a leading U.S. based manufacturer of commercial lighting and display solutions, today announced the grant of inducement awards as follows: 30,000 performance stock unit awards; 10,000 restricted stock unit awards; and 190,000 stock options. The awards were made to five new employees formerly of EMI Industries, LLC, a company LSI announced it acquired on April 18, 2024, and are subject to the terms and conditions of LSI’s 2019 Omnibus Award Plan. The awards were granted as an inducement material to the new employees becoming employees of LSI in accordance with NASDAQ Listing Rule 5635(c)(4) and have been approved by the Company’s Compensation Committee.

The RSUs cliff vest on the second anniversary of the grant date subject to the recipient’s continued employment. The PSUs vest in two years subject to satisfaction of EBITDA and revenue performance goals and subject to the recipient’s continued employment. The options are exercisable at a price of $14.60 per share. 90,000 of the options granted cliff vest on the third anniversary of the grant date, subject to the recipient’s continued employment. 100,000 of the options vest in two years subject to satisfaction of EBITDA and revenue performance goals and subject to the recipient’s continued employment.

About LSI Industries Inc.

Headquartered in Cincinnati, LSI Industries (NASDAQ: LYTS) specializes in the creation of advanced lighting, graphics, and display solutions. The Company’s American-made products, which include lighting, print graphics, digital graphics, millwork, metal and refrigerated products, and custom displays, are engineered to elevate brands in competitive markets. With a workforce of approximately 1,900 employees and 16 facilities throughout North America, LSI is dedicated to providing top-quality solutions to its clients. Additional information about LSI is available at www.lsicorp.com.

Forward-Looking Statements

For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, visit https://investors.lsicorp.com as well as our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which contain risk factors.

Additional note: Today’s news release, along with past releases from LSI Industries Inc., is available on the Company’s internet site at www.lsi-industries.com.

Investor contact: Noel Ryan, IRC; 770.778.2415; LYTS@vallumadvisors.com