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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 24, 2024

 

Transcat, Inc.
(Exact name of registrant as specified in its charter)

 

Ohio 000-03905 16-0874418
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

35 Vantage Point Drive, Rochester, New York 14624
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code   (585) 352-7777  
 
(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, $0.50 par value TRNS Nasdaq Global Market

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2024, Paul D. Moore notified Transcat, Inc. (the “Company”) and its board of directors (the “Board”) of his decision to retire and resign from the Board, as a member of the audit committee, and as a member of the corporate governance and nominating committee, effective immediately. Mr. Moore’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Also on January 24, 2024, the Board appointed Robert Mecca to the Board, effective immediately. Mr. Mecca will serve on the Board for a term expiring at the Company’s 2025 annual meeting of shareholders. Mr. Mecca will serve on the Company’s audit committee.

Mr. Mecca was not selected to serve on the Board under any arrangement or understanding between he and any other person. The Company is not aware of any transactions with Mr. Mecca that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Mecca will participate in the Company’s non-employee director compensation arrangements generally applicable to all of the Company’s non-employee directors. Under the terms of those arrangements, on January 24, 2024, Mr. Mecca was granted a stock option to purchase 10,000 shares of the Company’s common stock under the Company’s 2021 Stock Incentive Plan. The option vests ratably over five years and has a ten-year term.

 

 

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.

      TRANSCAT, INC.
       
Dated: January 30, 2024   By:      /s/ James M. Jenkins
      James M. Jenkins
      Chief Legal and Corporate Development Officer
       

 

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Entity File Number 000-03905
Entity Registrant Name Transcat, Inc.
Entity Central Index Key 0000099302
Entity Tax Identification Number 16-0874418
Entity Incorporation, State or Country Code OH
Entity Address, Address Line One 35 Vantage Point Drive
Entity Address, City or Town Rochester
Entity Address, State or Province NY
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Title of 12(b) Security Common Stock, $0.50 par value
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