Form 8-K
DUCOMMUN INC /DE/ false 0000030305 0000030305 2021-01-27 2021-01-27

 

 

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): January 27, 2021

 

 

DUCOMMUN INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-08174   95-0693330

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 Sandpointe Avenue, Suite 700,

Santa Ana, California

  92707-5759
(Address of principal executive offices)   (Zip Code)

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:

 

 

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, $.01 par value per share   DCO   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 January 27, 2021 Ducommun Incorporated (“Ducommun” or the “Company”) (NYSE: DCO) announced the appointment of Christopher D. Wampler, the Company’s Interim Chief Financial Officer and Treasurer, as the Company’s Chief Financial Officer, Controller and Treasurer. The appointment is effective January 27, 2021.

Mr. Wampler, 53, has served as the Company’s Interim Chief Financial Officer and Treasurer since June 2019 and as Vice President, Controller and Chief Accounting Officer since 2016. Mr. Wampler was Vice President and Assistant Controller for several of the Company’s subsidiaries from 2013 to 2015. Prior to joining Ducommun, he served as the Controller of Just Fabulous, Inc., an online subscription retailer, from 2012 to 2013, and as the Division Controller of A.O. Smith Electrical Products Co. from 2004 to 2012. Mr. Wampler holds a Bachelor of Accounting degree from Wright State University and holds CPA, CMA, CFM designations. There is no information that is required to be disclosed with respect to Mr. Wampler pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Wampler’s promotion, Mr. Wampler’s annual base salary has been increased to $360,000, and he be will eligible for participation in the Company’s Officer Annual Incentive Plan. Mr. Wampler will also be entitled to participate in the Company’s long-term incentive plan, which provides annual grants of equity awards, and receive other employee benefits and perquisites provided to similarly situated employees of the Company.

A copy of the press release regarding Mr. Wampler’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
No.
   Title and Description
  99.1    Ducommun Incorporated press release issued on January 27, 2021.
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.

 

   

DUCOMMUN INCORPORATED

(Registrant)

Date: January 27, 2021     By:  

/s/ Stephen G. Oswald

      Stephen G. Oswald
     

Chairman, President and CEO

Ducommun Incorporated

EX-99.1

Exhibit 99.1

 

LOGO

NEWS RELEASE

Ducommun Incorporated Announces the Appointment of Christopher D. Wampler to Chief Financial Officer Controller &Treasurer

SANTA ANA, Calif., January, 27, 2021 (GLOBE NEWSWIRE) — Ducommun Incorporated (“Ducommun” or the “Company”) (NYSE: DCO), a global supplier of innovative electronic and structural solutions for the aerospace and defense industry, announced the appointment of Christopher D. Wampler, the Company’s current Interim Chief Financial Officer & Treasurer to Chief Financial Officer, Controller & Treasurer. Mr. Wampler will also continue in his role as Vice President, Chief Accounting Officer, a position he has held since 2016.

“I am pleased to announce the promotion of Christopher D. Wampler to be the next Chief Financial Officer, Controller & Treasurer,” said Stephen G. Oswald, President, Chairman and Chief Executive Officer of Ducommun Incorporated. “He has been a strong leader of our corporate finance team over the interim period, overseeing corporate accounting, external reporting, managing the overall independent auditor relationship, financial planning & analysis and numerous other financial initiatives as a key financial executive. This appointment reflects the continued dedication and leadership that he brings to Ducommun and his valuable contributions to support our future growth and drive shareholder value.”

“I am thrilled and humbled to have the opportunity to help lead Ducommun in the capacity of Chief Financial Officer,” said Mr. Wampler. “It will be a privilege and an honor to continue working with the Ducommun team as we proceed on our journey pursuing business excellence and enhancing value for all of our stakeholders.”

Mr. Wampler has been with the Company since 2013. For the last year and a half, Mr. Wampler has served as Vice President, Interim Chief Financial Officer & Treasurer, and Controller and Chief Accounting Officer, positions he has held since 2016. Mr. Wampler was Vice President and Assistant Controller for several of the Company’s subsidiaries from 2013 to 2015. Prior to joining Ducommun, he served as the Controller of Just Fabulous, Inc., an online subscription retailer, from 2012 to 2013, and as the Division Controller of A.O. Smith Electrical Products Co. from 2004 to 2012.

Mr. Wampler has a Bachelor of Accounting degree from Wright State University and holds CPA, CMA, CFM designations.

About Ducommun Incorporated

Ducommun Incorporated delivers value-added, innovative manufacturing solutions to customers in the aerospace, defense and industrial markets. Founded in 1849, the company specializes 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 Ducommun.com.

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Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including relating to the facilities and programs discussed above. We generally use the words “believe,” “expected,” “future,” “continued,” “will” and similar expressions in this press release to identify forward-looking statements. These statements are based on assumptions currently believed to be valid, but they involve risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements. Important uncertainties that could cause our actual results to differ from those expressed in the forward looking statements are identified 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:

 

   

Rose Rogers, Vice President & CHRO, 310.418.8363 rrogers@ducommun.com

 

   

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

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