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): August 31, 2023

 

BK TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

001-32644

83-4064262

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation or organization)

File No.)

Identification Number)

 

7100 Technology Drive, West Melbourne, FL

32904

(Address of principal executive offices)

(Zip Code)

 

(321) 984-1414

(Registrant’s telephone number including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

☐

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, par value $0.60 per share

BKTI 

NYSE American

 

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

 

On August 31, 2023, BK Technologies Corporation, a Nevada corporation (the “Company”) commenced an executive salary swap program (the “Salary Exchange”) pursuant to which the Company’s executive officers (including its principal executive officer and principal financial officer) were provided the option to prospectively exchange a portion of such executive officer’s salary otherwise payable in cash for the 12-month period beginning on September 1, 2023 and ending on August 31, 2024 (the “Exchange Period”) for a grant of restricted share units (“RSUs”). Under the Salary Exchange, each $10.00 of cash salary forfeited is exchanged for one RSU, with each RSU representing a contingent right to receive one share of the Company’s Common Stock, par value $0.60 per share, at a price of $10.00 per share, rounded down to the nearest whole RSU. To be eligible to participate in the Salary Exchange, the Company’s executive officers must have elected to exchange at least 10% but not more than 50% of their salary for the Exchange Period.

 

The Company’s Chief Executive Officer, John Suzuki, and Chief Financial Officer, Scott Malmanger, each elected to participate in the Salary Exchange with Mr. Suzuki electing to prospectively exchange 50% of his salary during the Exchange Period for the grant of 11,730 RSUs and Mr. Malmanger electing to prospectively exchange 10% of his salary during the Exchange Period for the grant of 1,785 RSUs. All such RSUs will be issued in equal quarterly installments and will vest immediately. The other terms and conditions will be governed by the terms and conditions of the Company’s 2017 Incentive Compensation Plan and the RSU agreements entered into thereunder. No other executive officers elected to participate in the Salary Exchange.

 

Item 7.01 Regulation FD Disclosure

 

On September 7, 2023, the Company issued a press release announcing the Salary Exchange. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release, dated September 7, 2023, issued by the Company

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

BK TECHNOLOGIES CORPORATION

 

 

 

 

Date: September 7, 2023

By:

/s/ Scott A. Malmanger

 

 

Scott A. Malmanger

 

 

Chief Financial Officer

 

 

 

3

 

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Cover
Aug. 31, 2023
Cover [Abstract]  
Entity Registrant Name BK TECHNOLOGIES CORPORATION
Entity Central Index Key 0000002186
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Aug. 31, 2023
Entity File Number 001-32644
Entity Incorporation State Country Code NV
Entity Tax Identification Number 83-4064262
Entity Address Address Line 1 7100 Technology Drive
Entity Address City Or Town West Melbourne
Entity Address State Or Province FL
Entity Address Postal Zip Code 32904
City Area Code 321
Local Phone Number 984-1414
Security 12b Title Common Stock, par value $0.60 per share
Trading Symbol BKTI
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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