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 31, 2014
Norcraft Companies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36173 | 37-1738347 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 3020 Denmark Avenue, Suite 100 Eagan, MN | 55121 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (800) 297-0661
Not Applicable
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On January 31, 2014, the Board of Directors (the “Board”) of Norcraft Companies, Inc. (the “Company”) increased the number of directors of the Board from four to five and appointed Harvey A. Wagner to serve as a director of the Board, effective as of January 31, 2014. Mr. Wagner will serve as a Class II director subject to election at the Company’s 2015 Annual Meeting. Mr. Wagner will serve as a member of each of the Audit Committee and the Compensation Committee, and he will chair the Compensation Committee. There is no arrangement or understanding pursuant to which Mr. Wagner was elected as a director, and there are no related party transactions between the Company and Mr. Wagner required to be disclosed under Item 404(a) of Regulation S-K.
In connection with his appointments, Mr. Wagner will receive an annual retainer of $30,000 for his service as a director, $5,000 for his service as Chairman of the Compensation Committee and a grant of options under the Norcraft Companies, Inc. 2013 Incentive Plan having an aggregate fair market value of approximately $66,666, based on the closing price of the Company’s common stock on the day immediately prior to the grant date, and vesting in equal annual installments on the first and second anniversaries of the grant date.
* * *
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.
| Date: January 31, 2014 | Norcraft Companies, Inc. | |||||
| By: | /s/ Leigh Ginter | |||||
| Name: Leigh Ginter | ||||||
| Title: Chief Financial Officer | ||||||