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): October 18, 2018

DUCOMMUN INCORPORATED

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (657) 335-3665

N/A

(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:

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.  ☐

On October 18, 2018, the Board of Directors (the “Board”) of Ducommun Incorporated (the “Company”) appointed Shirley G. Drazba as a Class III Director, effective immediately, to serve for a term expiring at the annual meeting of stockholders in 2021 and until her successor is elected and qualified. In connection with Ms. Drazba’s election to the Board, she has been appointed to serve as a member of the Innovation Committee of the Board, a newly constituted Board Committee comprised of existing directors Stephen G. Oswald, Richard A. Baldridge, and chaired by Gregory S. Churchill. The newly formed committee will be responsible for technology related opportunities and issues of strategic importance to the Company.

In connection with her service as a director, Ms. Drazba, as a non-employee director, will be compensated on the same basis as other non-employee directors of the Company. As such, she will receive a prorated grant of restricted stock under the Company’s 2013 Stock Incentive Plan (Amended and Restated May 2, 2018), equal to 600 shares of restricted stock, and will also receive a prorated portion of the annual cash retainer, equal to $20,000, on a prorated basis. See “Compensation of Directors” in the Company’s Proxy Statement for its 2018 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 23, 2018 for further information with respect to director compensation. In connection with her appointment as a director, the Company has entered into its standard form of indemnification agreement with Ms. Drazba, which among other things, requires the Company to indemnify Ms. Drazba to the fullest extent permitted by the General Corporation Law of the State of Delaware in connection with any proceedings relating to her service as a director of the Company and to advance any expenses incurred by Ms. Drazba in connection with any such proceedings.

The Company is unaware of any arrangements or understandings between Ms. Drazba and any other person pursuant to which she was selected as a director of the Company and she has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On October 22, 2018, the Company issued a press release regarding Ms. Drazba’s election to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d)    Exhibits

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.

Exhibit 99.1

SHIRLEY G. DRAZBA JOINS DUCOMMUN INCORPORATED’S

BOARD OF DIRECTORS

SANTA ANA, California (October 22, 2018)—Ducommun Incorporated (NYSE:DCO) announced that its Board of Directors appointed Shirley G. Drazba as an independent director of the company, effective as of October 18, 2018. Ms. Drazba’s appointment expands the number of directors on Ducommun’s board to eight, seven of whom are independent. Ms. Drazba will be a member of the company’s new Innovation Committee.

“We are very pleased to have Shirley join our board and look forward to her contributions”, said Stephen G. Oswald, chairman, president and chief executive officer. “As a proven executive responsible for product strategy, innovation and commercial excellence, Shirley will contribute to the Board in developing high value creation opportunities as well as bring extensive experience in enhancing Ducommun’s product portfolio and market position.”

Ms. Drazba recently retired from IDEX Corporation where she served as corporate vice president, product line strategy & innovation. IDEX Corporation designs and manufactures mission critical products in global niche markets including a wide range of pumps, dispensing equipment and other engineered products to a diverse domestic and international customer base. Prior to her role at IDEX, Ms. Drazba served for almost 20 years with Honeywell International, Inc., a manufacturer of aerospace products and services, control technologies, automotive products, turbochargers and specialty materials, in increasingly important technical and engineering leadership positions. Ms. Drazba holds a BS in Electrical Engineering from the University of Illinois at Urbana-Champaign.

About Ducommun Incorporated

Ducommun Incorporated delivers value-added innovative manufacturing solutions to customers in the aerospace, defense and industrial markets. Founded in 1849, it is the oldest continuous company in CA, specializing in two core areas – Electronic Systems and Structural Systems – to produce complex products and components for commercial aircraft platforms, mission-critical military and space programs, and sophisticated industrial applications. For more information, visit www.ducommun.com.

This press release includes “forward looking statements” within the meaning of the of the federal securities laws relating to Ducommun Incorporated as discussed above, including statements relating to Ducommun’s expectations relating to the contributions of its newly appointed director and similar expressions that concern Ducommun’s intentions or beliefs about

future occurrences, expectations, or results. Forward looking statements are subject to risks, uncertainties and other factors that may change over time and may cause actual results to differ materially from those that are expected. It is very difficult to predict the effect of known factors, and Ducommun cannot anticipate all factors that could affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors, including those factors disclosed under “Risk Factors” in our reports filed with the SEC, including our Quarterly Reports on Form 10-Q, our Annual Reports on Form 10-K, and our Current Reports on Form 8-K. The forward looking statements included in this press release are made only as of the date of this press release, and Ducommun does not undertake any obligation to (and expressly disclaims any such obligation to) update the forward looking statements to reflect subsequent events or circumstances.

CONTACTS:

Douglas L. Groves, Vice President, Chief Financial Officer and Treasurer, 310.513.7224

Chris Witty, Investor Relations, 646.438.9385, cwitty@darrowir.com

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