ITEM 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 22, 2016, Mrs. Barbara P. Ruhlman
resigned as a member of the Board of Directors (the “Board”) of Preformed Line Products Company (the “Company”).
In recognition of Mrs. Barbara P. Ruhlman’s longstanding service on the Board, the Board designated Mrs. Barbara P. Ruhlman
as a Director Emeritus. Mrs. Ruhlman has served on the Board since 1988.
On August 22, 2016, the Board appointed
Maegan Ruhlman to the Board to fill the vacancy created by Mrs. Barbara P. Ruhlman’s resignation, and she will serve for
the remainder of the term ending at the 2017 annual meeting of shareholders. Ms. Ruhlman, age 31, is currently the Assistant
Director of Alumnae at Laurel School in Shaker Heights, Ohio, where she has worked since 2009. In her role, Ms. Ruhlman works
diligently to keep alumnae connected to and engaged with their alma mater, including the coordination of a national day of community
service, multiple annual events throughout the course of the year, networking and mentoring opportunities across generations and
acting as a school liaison to the Alumnae Board and its various committees. She is also pursuing her Masters of Business Administration
at Ohio University, with a concentration in Finance. Additionally, Ms. Ruhlman has a strong desire to give back to her community.
She is currently the President and a founding member of the Rainbow Babies & Children’s Foundation Associate Board, having
served as Vice President last year, the Associate Board’s first year in existence, following a year-long pilot group to develop
the board. She previously worked for the Company between 2003 and 2008 within the Human Resources Department. Ms. Ruhlman
is the daughter of Robert G. Ruhlman, President and CEO of the Company, granddaughter of Barbara P. Ruhlman, and sister to J. Ryan
Ruhlman, a director and employee of the Company.
On August 22, 2016, the Board appointed
Matthew D. Frymier to the Board to fill a remaining vacancy, also in the class of directors whose term ends at the 2017 annual
meeting of shareholders. Mr. Frymier, age 47, is a Founder of Corrum Capital Management, LLC, an alternative asset management
firm in San Francisco, California and Charlotte, North Carolina, where he has served as Senior Advisor since June of 2016.
From December 2013 through June 2016, he was the Managing Partner at Corrum, responsible for leading overall firm management and
operations and leading the firm’s direct investment and strategic initiatives. Prior to that, from October 2010 through
December 2013, he was President of Sterling Stamos Capital Management, an alternative asset management firm. Previously,
he held several positions at Bank of America Corporation over his 17-year tenure, including Managing Director – Head of Bank
of America Merrill Lynch Global Strategic Capital. He currently serves as a Director of the Chicago Stock Exchange, where
he was elected Chairman in May 2016. In addition, he is a Director of AltX/Imatchative.
The Board has also appointed Mr. Frymier
to be a member of both the Compensation Committee and the Audit Committee. The Board has determined that Mr. Frymier qualifies
as an independent director in accordance with the independence standards under the listing standards of the Nasdaq Stock Market
and the independence standards for members of the Compensation and Audit Committees.
Ms. Ruhlman and Mr. Frymier will each be
entitled to an annual retainer fee of $25,000. Mr. Frymier will also be entitled to an annual retainer of $10,000 and 200 of the
Company’s common shares per year, to be paid on the completion of each calendar year, in connection with his service on the
Compensation Committee and Audit Committee.