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): November 21, 2011
POWER SOLUTIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52213 | 33-0963637 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 655 Wheat Lane, Wood Dale, IL | 60191 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (630) 350-9400
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 21, 2011, in connection with the appointment of a new independent director to the Board of Directors (the “Board”) of Power Solutions International, Inc. (the “Company”) as described below, Mr. Kenneth J. Winemaster, the Senior Vice President and Secretary of the Company and then a member of the Board, delivered to the Board his resignation from the Board, effective immediately. At a meeting of the Board on November 21, 2011 (the “Board Meeting”), the Board accepted Mr. Winemaster’s resignation from the Board effective immediately. Following Mr. Winemaster’s resignation from the Board, Mr. Winemaster continues to serve as the Company’s Senior Vice President and Secretary. Mr. Winemaster’s decision to resign from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
At the Board Meeting, on November 21, 2011, the Board elected Ms. Mary E. Vogt to serve as a member of the Board and fill the vacancy on the Board resulting from Mr. Winemaster’s resignation therefrom, effective immediately, with a term expiring at the Company’s next annual meeting of stockholders. Ms. Vogt, age 54, has served as the President of Home Access Health Corporation, a medical device manufacturer and specialty laboratory serving the disease management, wellness, managed care and consumer markets with its suite of laboratory self-testing products, since 2008, and as the Chief Financial Officer of Home Access from 2003 to 2008. From 1999 to 2003, Ms. Vogt served as an independent consultant assisting businesses in the manufacturing and e-commerce industries. Ms. Vogt also served, from 1995 to 1998, as the worldwide director of internal audit for the Leo Burnett Company, a full-service, multi-national advertising and marketing firm, and, from 1992 to 1995, as the Treasurer for Harley-Davidson Financial Services, a subsidiary of Harley-Davidson, Inc. and provider of wholesale and retail financing and insurance and insurance-related programs primarily to Harley-Davidson dealers and their retail customers. Ms. Vogt holds a degree in Economics and Management from Albion College.
As of the date of this Current Report on Form 8-K, the Board does not have any standing committees; accordingly, Ms. Vogt has not been named to serve on any such committees.
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.
| Power Solutions International, Inc. | ||||||
| Date: November 23, 2011 |
By: | /s/ Thomas J. Somodi | ||||
| Name: Thomas J. Somodi | ||||||
| Title: Chief Operating Officer and Chief Financial Officer | ||||||