392 material Form 8-K filings that 341 companies we cover made with the SEC in July 2024, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
City Holding Company (CHCO) appointed retired Major General James A. Hoyer to its Board of Directors effective July 31, 2024, increasing the board from 13 to 14 directors. Hoyer also joined the board of its subsidiary, City National Bank of West Virginia, and will stand for election by shareholders at the April 2025 annual meeting.
Hoyer is named as a Class II director, with a term expiring at the 2028 annual meeting
Board size increases from 13 to 14 directors
Hoyer has not been appointed to any board committees as of the filing date
Compensation will follow the company's standard non-employee director arrangements disclosed in its 2024 proxy statement
Q2 Holdings entered a five-year secured revolving credit agreement on July 29, 2024, with Wells Fargo Bank, Wells Fargo Securities and Texas Capital Bank, providing a $125.0 million revolving line of credit. As of July 31, 2024, no amounts had been drawn, and the facility is secured by substantially all assets of Q2 and its subsidiary Q2 Software, Inc.
$125.0 million revolving credit line with a five-year term, dated July 29, 2024
No amounts drawn as of July 31, 2024
Borrowings priced at 1.75% to 2.50% per annum over Adjusted Term SOFR, with a commitment fee of 0.15% to 0.30%
Includes financial covenants that take effect if liquidity falls below specified levels
J.B. Hunt Transport Services disclosed in a July 31, 2024 Form 8-K that director Patrick Ottensmeyer died on July 28, 2024. He had joined the board earlier in 2024 and was serving on the Compensation Committee and the Nominating and Corporate Governance Committee. The filing is a board-composition change rather than a business or financial update.
Director Patrick Ottensmeyer passed away on July 28, 2024.
He joined the board earlier in 2024 after a career in the rail industry.
He was serving on the Compensation Committee and the Nominating and Corporate Governance Committee.
Oxford Lane Capital Corp. disclosed in a Form 8-K that Royce Family Investments, LLC purchased 250,000 shares of the company's common stock on May 29, 2024. Charles M. Royce, managing member of that entity, is a non-managing member of the company's investment adviser, and he may be deemed to beneficially own 1,139,785 shares. The filing is a disclosure of insider-linked share ownership rather than a change in company operations or finances.
Royce Family Investments, LLC bought 250,000 shares on May 29, 2024.
Charles M. Royce may be deemed to beneficially own 1,139,785 shares, including 490,735 held by Royce Family Investments and 641,252 held by Royce Family Fund, Inc.
Mr. Royce disclaims beneficial ownership of shares held directly by Royce Family Fund, Inc.
The filing was signed by CFO Bruce L. Rubin on July 31, 2024.
Republic Services and its subsidiary USE Canada Holdings entered a Second Amended and Restated Credit Agreement on July 26, 2024, with Bank of America as administrative agent. The unsecured facility provides lender commitments of up to $3.5 billion and replaces the company's prior credit agreement dated August 17, 2021. The filing does not report any drawn balance, and the new terms matter to shareholders mainly as a description of the company's borrowing capacity and covenants.
Aggregate lender commitments of up to $3.5 billion; Canadian dollar loans capped at $1.0 billion within that total
Facility is unsecured and matures in July 2029, with two possible one-year extensions
Company may add up to $1.0 billion of commitments from existing or new lenders, subject to conditions
Covenant requires total debt to EBITDA not to exceed a maximum ratio; dividends and buybacks permitted if in compliance
Simpson Manufacturing Co. said its Chief Financial Officer and Treasurer, Brian Magstadt, will retire effective December 31, 2024. The company has started a search for a successor that includes both internal and external candidates, and the filing does not name a replacement or report any financial results.
Brian Magstadt notified the company on July 25, 2024, that he will retire effective December 31, 2024.
Magstadt joined Simpson in 2004 and has been CFO and Treasurer since 2012.
The company is searching for a new CFO, with both internal and external candidates under consideration.
CEO Mike Olosky said the search is already underway.
Kinder Morgan (KMI) disclosed that director Joel V. Staff notified the company on July 30, 2024 that he will retire from its Board of Directors effective August 1, 2024. The filing states his decision was not due to any disagreement with the company, and it does not name a replacement director.
Joel V. Staff notified Kinder Morgan on July 30, 2024 of his retirement from the Board of Directors.
Retirement is effective August 1, 2024.
The filing states the decision was not due to any disagreement with Kinder Morgan.
On July 29, 2024, Texas Capital Bancshares entered into an amended and restated employment agreement with CEO Robert C. Holmes and approved special retention restricted stock units for four named executive officers. The board said the changes reflect Holmes's leadership through the company's multi-year transformation, and the filing sets out larger severance and change-in-control terms that apply to him.
CEO agreement sets base salary at $1,100,000 with a target cash incentive of not less than 200% for the rest of 2024 and not less than 180% from 2025
Holmes receives a one-time RSU award with a grant date value of $4,045,489 (61,491 units), cliff vesting on the third anniversary of grant
Severance is two times base salary plus target bonus, rising to three times if termination occurs from 90 days before to two years after a change in control
Other named executives receiving RSUs: J. Matthew Scurlock $1,000,000, John W. Cummings $350,000, Anna M. Alvarado $375,000
Effective July 29, 2024, Gail Lehmann ceased to serve as Triumph Financial's Executive Vice President and Chief Regulatory and Governance Officer and no longer performs duties as an executive officer. She will remain with the company in a role focused on special projects and facilities management.
Gail Lehmann stopped serving as Chief Regulatory and Governance Officer effective July 29, 2024
She is no longer an executive officer under Rule 3b-7 of the Securities Exchange Act of 1934
Lehmann remains employed in a role focused on special projects and facilities management
The filing does not name a successor for the Chief Regulatory and Governance Officer position
The fund's Board of Trustees appointed Peter F. Finnerty as an independent Trustee, effective July 31, 2024. The filing describes his background as a former PwC mutual funds leader and certified public accountant, and the board chairperson said his experience in financial reporting and governance would benefit shareholders.
Peter F. Finnerty appointed to the Board of Trustees, effective July 31, 2024
Finnerty previously led PwC's Mutual Funds Practice for over 12 years and served as US Mutual Fund Leader at PwC
He is a Certified Public Accountant and an Audit Committee Financial Expert under the Sarbanes-Oxley Act
Announced by the Board in a press release dated July 30, 2024
First Bancorp (FBNC) said director Mason Y. Garrett has retired from the boards of First Bancorp and First Bank, effective July 26, 2024. The filing states that the departure was not the result of any disagreement with the company over its operations, policies or practices. The filing reports no financial figures tied to the change.
Mason Y. Garrett resigned as a director of First Bancorp and First Bank, effective July 26, 2024.
The filing says the resignation was not the result of any disagreement with the company on operations, policies or practices.
Garrett joined the board in 2023, when GrandSouth Bancorporation merged with the company; he was a member of the First Bank Executive & Loan Committee.
The announcement was made in a news release dated July 30, 2024, attached as Exhibit 99.1.
At its July 26, 2024 annual meeting, Cirrus Logic stockholders approved an amended and restatement of the 2018 Long Term Incentive Plan, adding 2,670,000 shares and extending the plan to July 26, 2034. Stockholders also re-elected all seven directors, ratified Ernst & Young LLP as auditor, and approved an officer exculpation charter amendment.
Amended LTIP adds 2,670,000 shares and extends the plan's expiration to July 26, 2034.
Plan amendment passed with 38,086,580 votes for and 6,375,658 against.
Officer exculpation amendment to the certificate of incorporation passed with 37,017,286 votes for and 7,443,734 against.
BancFirst's board appointed Kim Ingram, owner and CEO of Kelly Jewelers in Weatherford, Oklahoma, as a director, effective at the September 26, 2024 board meeting. She will also join the BancFirst bank board and the Independent Directors' Committee, and she is up for election at the May 2025 annual meeting.
Kim Ingram appointed director by the board on July 25, 2024, effective September 26, 2024
Term expires at the May 2025 annual shareholder meeting, when she will stand for re-election
Compensation follows the outside director fee schedule; restricted stock units to be granted at a later date
Filing states no arrangements with other persons for selection and no related-party transactions requiring disclosure
ADMA Biologics promoted Brad Tade, its former vice president of financial operations, to chief financial officer and treasurer effective July 24, 2024. The company entered into an employment agreement with Mr. Tade, which sets a $435,000 base salary, a target bonus of 45% of salary, and equity grants of options and restricted stock units.
Brad Tade, age 51, joined ADMA in June 2023 as vice president, financial operations, and is now CFO and treasurer effective July 24, 2024
Base salary of $435,000 with a target annual cash bonus of 45% of base salary
Equity grant of an option to purchase 115,100 shares and 72,400 restricted stock units, vesting over four years
Lamar Advertising entered a July 24, 2024 equity distribution agreement allowing it to sell up to $400.0 million of Class A common stock through five sales agents over time. The company is not obligated to sell any shares and says proceeds, if any, would go to general corporate purposes such as debt repayment and acquisitions, so the program could dilute existing shareholders if used.
Agreement dated July 24, 2024 allows sales of up to $400.0 million of Class A common stock
Sales agents include J.P. Morgan Securities, Wells Fargo Securities, Truist Securities, SMBC Nikko Securities America and Scotia Capital (USA)
Agents receive commissions of up to 2.0% of gross sales price; the company has no obligation to sell any shares
Shares offered under shelf registration Form S-3 (File No. 333-280976) filed July 24, 2024
TCW Strategic Income Fund said portfolio manager Stephen M. Kane will stop serving on the Fund effective December 31, 2024, and an updated portfolio manager list takes effect July 29, 2024. Three other managers, Bryan T. Whalen, Jerry Cudzil and Ruben Hovhannisyan, remain listed, so the change adds no new manager and the filing does not describe any change to the Fund's strategy or fees.
Stephen M. Kane, CFA, founding partner and generalist portfolio manager, served on the Fund since December 2009 and will leave the role effective December 31, 2024.
Updated portfolio manager list takes effect July 29, 2024.
Bryan T. Whalen, CFA, remains a portfolio manager since December 2009.
Jerry Cudzil and Ruben Hovhannisyan, CFA, have been portfolio managers since September 2023.
United Community Banks, Inc. said it will transfer the listing of its common stock and Series I depositary shares from Nasdaq to the New York Stock Exchange. Trading on Nasdaq ends at the close on August 5, 2024, and NYSE trading begins at market open on August 6, 2024, under new ticker symbols. The filing is administrative and does not change the company's financial results, but shareholders will see new symbols.
Nasdaq listing and trading expected to end at the close on August 5, 2024
NYSE listing and trading expected to begin at market open on August 6, 2024
Common stock moves from UCBI to "UCB"; depositary shares move from UCBIO to "UCB PRI"
CEO Lynn Harton said the NYSE will provide greater visibility for the company and shareholders
Agilysys disclosed that Don DeMarinis, Senior Vice President Sales for the Americas and EMEA, notified the company on July 23, 2024 of his intention to retire effective August 30, 2024. He will keep his current role until a successor starts, then stay on as an employee to help with the transition.
Don DeMarinis, SVP Sales, Americas and EMEA, gave notice on July 23, 2024 of his retirement.
Retirement is effective August 30, 2024.
He will serve in his role until a successor starts, then assist with the transition as an employee.
Casey's General Stores agreed on July 25, 2024 to acquire Fikes Wholesale, owner of CEFCO Convenience Stores, in an all-cash deal. The deal would add 198 retail stores and a dealer network, and the company says it is accretive to EBITDA in the current fiscal year, which is a company claim not yet tested by results. The deal is subject to regulatory review and is expected to close in the fourth quarter of 2024.
Aggregate cash purchase price of $1.145 billion, including tax benefits valued at about $165 million, for a net after-tax price of $980 million
Adds 198 stores and a dealer network, taking the footprint to nearly 2,900 stores; 148 stores are in Texas and 50 are in Alabama, Florida and Mississippi
Company plans to fund the deal with balance sheet cash and bank financing, and expects about $45 million in annual run-rate synergies
Expected to close in the fourth quarter of calendar 2024, subject to closing conditions including the Hart-Scott-Rodino waiting period
AptarGroup said CFO Robert Kuhn will retire as CFO on December 31, 2024, and as principal accounting officer on July 31, 2024. Vanessa Kanu, former CFO of TELUS International and Mitel Networks, will become EVP and CFO on January 1, 2025, and Daniel Ackerman, the company's corporate controller since 2015, will become Chief Accounting Officer on August 1, 2024.
Robert Kuhn, CFO since 2008, retires as CFO on December 31, 2024, and as principal accounting officer on July 31, 2024, and will serve as an advisor for one year at $10,000 per month.
Vanessa Kanu's employment agreement sets a $720,000 base salary, a $300,000 sign-on payment and a restricted stock unit grant with a $700,000 grant date fair value.
Kanu is expected to join as CFO designate, with a start date no later than November 1, 2024, subject to U.S. visa approval.
Daniel Ackerman becomes Chief Accounting Officer on August 1, 2024, with a restricted stock unit grant with a $750,000 grant date fair value.
S&T Bancorp's board increased its size from 11 to 12 directors on July 24, 2024, and appointed Peter G. Gurt, president of Milton Hershey School since 2014, as a director effective immediately. The filing says the Board considers him independent under Nasdaq standards, and it describes a prorated cash retainer of $58,333 and an equity grant valued at $41,667 for his service through the 2025 annual shareholder meeting.
Board expanded from 11 to 12 directors; Peter G. Gurt appointed effective July 24, 2024, also named director of S&T Bank
Gurt will serve on the Compensation and Benefits Committee and Credit Risk Committee
Prorated cash retainer of $58,333 and equity grant valued at $41,667 for service through the 2025 annual shareholder meeting
Press release dated July 25, 2024 furnished as Exhibit 99.1
Church & Dwight said its Executive Vice President, Chief Marketing Officer and President of Consumer Domestic, Barry A. Bruno, notified the company on July 22, 2024 that he will leave to pursue an external opportunity. He will remain in his role until early October, and the company expects to name a successor later this year.
Barry A. Bruno, EVP, Chief Marketing Officer and President – Consumer Domestic, is leaving the company
Notice given July 22, 2024; he will stay in his current role until early October
The company expects to name a successor later this year
Churchill Downs Incorporated disclosed that director Robert L. Fealy resigned from its board effective July 23, 2024, in connection with his retirement. The board size drops from nine to eight directors, and the company states the resignation was not due to any disagreement over operations, policies or practices.
Robert L. Fealy notified the company of his resignation on July 23, 2024, effective immediately
Board size decreases from nine directors to eight, effective July 23, 2024
The company states the resignation was not due to a disagreement with the company or board
CEO Bill Carstanjen praised Fealy's long-term service in a press release dated July 24, 2024
Ziff Davis said Chief Accounting Officer Layth Taki resigned on July 19, 2024 to pursue another opportunity, effective August 16, 2024. The filing states the departure does not involve any disagreement with auditors or management on accounting or disclosure matters. CFO Bret Richter will serve as interim principal accounting officer without additional compensation until a replacement is named.
Layth Taki resigned as Chief Accounting Officer on July 19, 2024, effective August 16, 2024, to pursue another opportunity
The company states the resignation did not result from any disagreement on accounting principles, financial statement disclosure or internal controls
CFO Bret Richter will act as interim principal accounting officer from August 16, 2024 until a replacement is named
Richter will receive no additional compensation for the interim role
Oshkosh expanded its board from ten to eleven members and elected William J. Burns, CEO of Zebra Technologies, as a director effective July 23, 2024. The board also amended its bylaws to align shareholder director-nomination procedures with SEC universal proxy card rules.
William J. Burns elected director effective July 23, 2024; term expires at the 2025 annual meeting
Burns appointed to the Audit Committee effective August 1, 2024
Burns received a prorated stock award under the 2024 Incentive Stock and Awards Plan and the non-employee director annual retainer
Bylaws amended effective July 23, 2024 to align advance notice and nomination provisions with Rule 14a-19
JetBlue said General Counsel and Corporate Secretary Brandon Nelson will leave the role effective August 5, 2024, and will serve as a strategic advisor through November 1, 2024. Eileen McCarthy, a former JetBlue legal executive now at UiPath, will succeed him. The filing describes a leadership change in the legal function and does not report any financial results.
Brandon Nelson's General Counsel and Corporate Secretary roles end effective August 5, 2024; his advisory period runs through November 1, 2024.
Eileen McCarthy succeeds Nelson, effective August 5, 2024, and will report to CEO Joanna Geraghty.
Nelson's separation terms include $550,000 in salary continuation over 12 months and a pro-rated 2024 bonus of $393,208.
On July 21, 2024, Dover entered into an agreement to sell its Environmental Solutions Group businesses to Terex Corporation for $2.0 billion in cash, subject to customary adjustments. Closing depends on customary conditions, including expiration of the Hart-Scott-Rodino waiting period, and either party may terminate if the deal is not completed by April 21, 2025. The filing does not state the financial effect of the sale on Dover's earnings or the use of proceeds.
Buyer: Terex Corporation; price: $2.0 billion in cash, subject to customary transaction adjustments
Agreement signed July 21, 2024; either party may terminate if the deal is not consummated by April 21, 2025
Closing requires the expiration or termination of the Hart-Scott-Rodino waiting period and no governmental order blocking the deal
Full agreement to be filed as an exhibit to the Form 10-Q for the quarter ending September 30, 2024
Macerich's board elected Diana M. Laing as a director on July 18, 2024, and increased the board from seven members to eight. The company said seven of the eight directors will be independent, and Laing previously served on the Macerich board from 2003 through 2022.
Laing was elected to the board on July 18, 2024, on the recommendation of the Nominating and Corporate Governance Committee.
The board increased from seven to eight members, effective upon Laing's appointment.
Laing was CFO of American Homes 4 Rent until her retirement in June 2018 and was interim CFO of Alexander & Baldwin from November 2018 to May 2019.
Valaris director Deepak Munganahalli resigned from the company's board on July 18, 2024, according to a filing dated July 19, 2024. The company said the resignation was for personal reasons and not due to any disagreement over its operations, policies, or practices, so it does not signal a dispute at the company.
Deepak Munganahalli resigned from the Board of Directors of Valaris Limited on July 18, 2024.
The company said the resignation was for personal reasons.
The filing states there was no disagreement relating to the Company's operations, policies, or practices.
The 8-K was signed by Davor Vukadin, Senior Vice President and General Counsel, on July 19, 2024.
Comfort Systems USA said its board appointed Gaurav Kapoor, chief financial and operations officer at AECOM, as a director effective August 1, 2024, and to the Audit Committee. Kapoor will receive the same compensation as the company's other non-employee directors, and the filing discloses no financial results or guidance.
Gaurav Kapoor appointed to the board on July 16, 2024, effective August 1, 2024, and to the Audit Committee effective the same date
Non-employee director pay includes an $80,000 annual retainer and an annual stock award with a maximum grant-date value of $160,000
Kapoor is chief financial and operations officer at AECOM (NYSE:ACM), and previously served as its chief accounting officer and treasurer
AGNC Mortgage Management entered into an amended and restated employment agreement with Executive Chair Gary Kain, effective January 1, 2025, with a 12-month initial term that renews annually. The filing sets a 2025 target annual cash bonus of $1.8 million and an annual long-term incentive award of $2.1 million at target, and says base salary and severance terms are unchanged.
Agreement dated July 18, 2024; effective January 1, 2025, with an initial term ending December 31, 2025
Annual cash bonus target of $1,800,000 for 2025 and later years, payable from 0%-200% of target based on performance measures
Annual long-term incentive awards with a target grant value of $2,100,000; 67% performance-based over three years, 33% time-vesting over three years
American Homes 4 Rent and its operating partnership entered a $1.25 billion unsecured revolving credit agreement with Wells Fargo Bank on July 16, 2024, replacing an existing $1.25 billion facility that was due to expire April 15, 2025. The new facility has an initial termination date of July 16, 2028, with options to extend by up to one year, and the filing describes covenants that restrict dividends and other distributions if defaults occur.
Credit Agreement dated July 16, 2024, provides up to $1.25 billion in revolving credit with Wells Fargo Bank as administrative agent
Replaces the Existing Credit Agreement dated April 15, 2021, which was scheduled to terminate April 15, 2025
Initial termination date of July 16, 2028, extendable by up to one year through two six-month options
Pricing tied to credit ratings and sustainability metrics; financial covenants include a maximum 60% total indebtedness to total asset value ratio
Manhattan Associates accepted the resignation of director Deepak Raghavan on July 18, 2024. He had tendered the resignation after votes against his reelection at the May 23, 2024 annual meeting outnumbered votes in favor, which triggered the company's Majority Voting Director Resignation Policy. His exit takes effect once the board recruits and appoints a successor, so shareholders should expect a board change.
Votes against Deepak Raghavan's reelection exceeded votes in favor at the May 23, 2024 annual meeting
Raghavan tendered his resignation on May 23, 2024, conditioned on board acceptance
Board accepted the resignation on July 18, 2024, based on the Nomination and Governance Committee's recommendation
Resignation takes effect after the board appoints a successor; no successor is named in the filing
Otis Worldwide's CFO Anurag Maheshwari is resigning effective August 23, 2024, to pursue external opportunities, and the company has appointed Cristina Méndez, currently Senior Vice President, Finance EMEA & Transformation, as Executive Vice President and CFO effective the same date. The filing says Maheshwari's departure was not the result of any dispute or disagreement, and it provides a transition period through late August; the change puts a new finance chief in charge ahead of the company's July 24 second quarter earnings release.
Anurag Maheshwari resigns as EVP and CFO effective August 23, 2024, to pursue external opportunities
Cristina Méndez, 44, appointed EVP and CFO effective August 23, 2024; she has worked at Otis since February 2022
Méndez's base salary rises to $770,000 with a 100% annual short-term incentive target
Supplemental 2024 long-term incentive award with an aggregate target value of $2,390,000
ACI Worldwide disclosed that Chief Product Officer Debbie Guerra resigned, effective August 12, 2024, after notifying the company on July 17, 2024. Scotty Perkins, head of Product Management Innovation and Modernization, will serve as interim Chief Product Officer while the company searches for a permanent replacement. The filing does not describe the reasons for the departure.
Debbie Guerra resigned as Chief Product Officer, effective August 12, 2024
Notice of resignation was given to the company on July 17, 2024
Scotty Perkins will serve as interim Chief Product Officer
The company is identifying a permanent replacement for Ms. Guerra
Darden Restaurants agreed on July 17, 2024 to acquire all outstanding shares of Chuy's Holdings for $37.50 per share in cash, a transaction with an enterprise value of approximately $605 million. The deal requires approval by a majority of Chuy's stockholders and the expiration of the HSR waiting period, and it is not subject to a financing condition. For Darden shareholders, the companies say the deal is expected to be neutral to fiscal 2025 diluted EPS excluding acquisition costs, and accretive by approximately 12 to 15 cents in fiscal 2027.
Price of $37.50 per share in cash, about $605 million enterprise value, a 40% premium to Chuy's 60-day volume weighted average price
Darden expects acquisition and integration-related expenses of approximately $50 to $55 million, pre-tax, and pre-tax net synergies of approximately $15 million by the end of fiscal 2026
Go-shop period ends 11:59 p.m. New York time on August 16, 2024; termination fee of $22,421,057 applies in certain circumstances; End Date is February 17, 2025
Chuy's had 101 restaurants in 15 states as of July 16, 2024, and total revenues over $450 million for the twelve months ended March 31, 2024
Chuck Royce, founder of Royce Investment Partners, will move to a Senior Advisor role on September 30, 2024, ending his day-to-day portfolio management duties. Francis Gannon will join the portfolio management team of Royce Small-Cap Trust (formerly Royce Value Trust) at the same time, per the July 15, 2024 press release attached to the filing.
Chuck Royce becomes Senior Advisor effective September 30, 2024
Francis Gannon joins the Royce Small-Cap Trust portfolio management team, alongside Lauren Romeo, Steven McBoyle, Andrew Palen and George Necakov
Royce Investment Partners reports adding 15 investment professionals over the last five years
Royce Investment Partners said Chuck Royce will move to a Senior Advisor role effective September 30, 2024, after completing his transition from day-to-day portfolio management. For Royce Micro-Cap Trust shareholders, Jim Stoeffel is set to become lead portfolio manager of the trust at that date, with Brendan Hartman remaining portfolio manager and Andrew Palen joining as assistant portfolio manager.
Chuck Royce becomes Senior Advisor effective September 30, 2024
Jim Stoeffel becomes lead portfolio manager of Royce Micro-Cap Trust effective after the close of business on September 30, 2024
Brendan Hartman remains portfolio manager; Andrew Palen joins as assistant portfolio manager
Royce said it has added 15 investment professionals over the last five years
Royce Global Trust disclosed in a July 15, 2024 press release that Chuck Royce, founder of Royce Investment Partners, will move to a Senior Advisor role effective September 30, 2024, ending his day-to-day portfolio management duties. Chuck Royce will transition off the portfolio management of Royce Global Trust, with Steven McBoyle named portfolio manager of the trust as part of the changes.
Chuck Royce becomes Senior Advisor effective September 30, 2024, after ending day-to-day portfolio management
Steven McBoyle will become portfolio manager of Royce Global Trust, effective after the close of business on September 30, 2024
Changes affect multiple funds, including Royce Small-Cap Fund and Royce Premier Fund, with transitions on July 31 and September 30, 2024
Royce says it added 15 investment professionals over the last five years
Ziff Davis issued $263.1 million of new 3.625% convertible senior notes due 2028 and paid about $135.0 million in cash to exchange $400.9 million of its 1.75% convertible notes due 2026. The exchange extends the maturity of that debt by about two years and adds a new obligation tied to the company's stock price, with potential dilution of up to 2,631,470 shares if converted in shares.
Exchanged $400,891,000 of 1.75% 2026 notes for $263,147,000 of new 3.625% 2028 notes plus about $134,989,000 in cash
New 2028 notes mature March 1, 2028; interest is paid semi-annually starting March 1, 2025
Initial conversion price is $100 per share, implying up to 2,631,470 common shares if settled in stock
Notes are senior unsecured and rank structurally below all subsidiary liabilities
Graco said President of its Worldwide Industrial Division Christian E. Rothe announced on July 15, 2024, that he intends to resign from his employment and position, effective August 1, 2024. The filing does not state a successor or the reasons for the departure.
Christian E. Rothe announced his intention to resign on July 15, 2024.
His resignation as President, Worldwide Industrial Division takes effect August 1, 2024.
The filing does not name a successor or give a reason for the departure.
Veralto appointed Vijay Sankaran, Chief Technology Officer of Johnson Controls, as a Class I director effective July 12, 2024, expanding the board from 11 to 12 members. He will serve on the Audit Committee, and nine of the 12 directors will be independent.
Vijay P. Sankaran appointed to the board effective July 12, 2024, as a Class I member
Board size increases from 11 to 12 members; nine members, including Sankaran, are independent
Sankaran joins the Audit Committee and will receive non-employee director compensation
TrustCo Bank Corp NY appointed Robert M. Leonard as Chief Operating Officer of the company and its principal subsidiary, Trustco Bank, effective July 16, 2024. Leonard has been Executive Vice President of Corporate Services and Risk since 2013 and has held executive officer roles at the company since 2003. The filing states there have been no material changes to his compensation arrangements.
Robert M. Leonard, age 61, appointed Chief Operating Officer effective July 16, 2024
Previously Executive Vice President Corporate Services and Risk since 2013; joined the company in 1986
Filing reports no material changes to his compensation, which is described in the April 1, 2024 proxy statement
No related party transactions or family relationships requiring disclosure
Envista Holdings appointed Eric Hammes, formerly Vice President of Corporate Financial Planning & Analysis at Rockwell Automation, as Senior Vice President and Chief Financial Officer, effective August 8, 2024. He succeeds Stephen Keller, who has served as Interim Principal Financial Officer since September 2023 and will return to leading investor relations. The filing also announces two other leadership appointments, a change in top finance leadership that shareholders may track.
Eric Hammes becomes CFO effective August 8, 2024; he is 49 and previously held senior finance roles at 3M
Hammes' pay includes a $575,000 base salary, a 75% target incentive, and a one-time lump sum bonus of $1,020,000 subject to a 12-month clawback
Stephen Keller, Interim Principal Financial Officer since September 2023, will return to his previous role leading investor relations
Stefan Nilsson joins as President, Nobel Biocare, effective July 15, 2024; Veronica Acurio joins as President, Orthodontics, effective August 2, 2024
Silicon Laboratories' Compensation Committee approved new severance agreements on July 9, 2024, for CEO Matt Johnson and four other executives, replacing agreements set to expire October 31, 2024. The company says the new agreements are substantially similar to the expiring ones and run until October 31, 2027.
Agreements approved July 9, 2024; replace agreements scheduled to expire October 31, 2024
CEO Matt Johnson's change-in-control package is 200% of base salary and 200% of target variable compensation, with 24 months of COBRA coverage
Other covered executives: Dean Butler, Robert Conrad, Brandon Tolany and Mark Mauldin, at 100% of base salary and target variable compensation
Watts Water Technologies entered a Third Amended and Restated Credit Agreement on July 12, 2024, extending the maturity of its $800 million senior unsecured revolving credit facility from March 30, 2026 to July 12, 2029. The expansion option was amended to $400 million, while the benchmark spread and financial covenants were not changed. For shareholders, this is a routine refinancing that pushes out the company's main credit facility maturity by about three years.
Revolving credit facility maturity extended from March 30, 2026 to July 12, 2029
Expansion option amended to $400 million
Benchmark spread and financial covenants unchanged
Domestic subsidiaries guarantee obligations under the Third Amended and Restated Guaranty dated July 12, 2024
Eastern Bankshares completed its merger with Cambridge Bancorp shortly before midnight on July 12, 2024. Cambridge shareholders will receive about 39.2 million shares of Eastern common stock, which increases the number of shares outstanding. The company also named R. David Rosato as Chief Financial Officer, starting August 1, 2024, succeeding James B. Fitzgerald.
Merger completed July 12, 2024; each Cambridge share converted into 4.956 Eastern shares
Cambridge shareholders to receive an aggregate of approximately 39.2 million Eastern shares
R. David Rosato appointed CFO, expected to start August 1, 2024, with $550,000 annual base salary
James B. Fitzgerald transitions out of CFO role and will serve in an advisory capacity for an interim period
Cabot Corporation appointed Thierry Vanlancker as a non-employee director and member of the Audit Committee, both effective July 12, 2024. He previously served as Chief Executive Officer and a Director of AkzoNobel NV from 2017 to 2022, and his term runs to the 2025 Annual Meeting of Stockholders.
Vanlancker elected to the Board effective July 12, 2024, and appointed to the Audit Committee on the same date.
Received Cabot common stock valued at about $77,500, a prorated share of the $155,000 annual non-employee director stock grant.
Previously CEO and a Director of AkzoNobel NV from 2017 to 2022; Chairman of the Board of SIKA AG since March 2024.
Ameris Bancorp notified Nasdaq on July 12, 2024 that it will voluntarily withdraw its common stock listing and transfer it to the New York Stock Exchange. The stock will keep the ABCB ticker and is expected to stop trading on Nasdaq at market close on July 22, 2024, and begin trading on the NYSE at market open on July 23, 2024. The filing does not report financial results, and the move does not change the company's share count or ticker.
Nasdaq listing expected to end at market close on July 22, 2024
NYSE listing expected to begin at market open on July 23, 2024
Common stock keeps the ticker ABCB; executives and board will ring the NYSE Opening Bell on July 23, 2024
Ameris manages $25.7 billion in assets as of March 31, 2024
Cognizant increased its board to 13 directors and appointed Karima Silvent, Group Chief Human Resources Officer of AXA, effective July 11, 2024. The filing describes her as independent under Nasdaq rules and says she will receive pro-rated director compensation, which is routine for a mid-cycle board addition.
Karima Silvent appointed to the Board effective July 11, 2024; board size increased to 13 directors
Silvent is Group Chief Human Resources Officer and a member of the Management Committee of AXA, a role held since 2017
Compensation includes a $89,863 pro-rated cash retainer and restricted stock units valued at $197,698, vesting July 11, 2025
Committee assignments to be determined later; she will stand for re-election at the 2025 annual meeting
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