0000096536 NASDAQ false 0000096536 2025-01-14 2025-01-14 0000096536 us-gaap:CommonClassAMember 2025-01-14 2025-01-14 0000096536 us-gaap:SeriesAPreferredStockMember 2025-01-14 2025-01-14

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 14, 2025

 

TAYLOR DEVICES, INC.

(Exact name of registrant as specified in its charter)

 

New York

000-3498

16-0797789

(State or other jurisdiction
  of incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

 

90 Taylor Drive, North Tonawanda, New York

 

14120

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code: (716) 694-0800

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, $.025 par value per share

Preferred Stock Purchase Rights

TAYD

N/A

The Nasdaq Stock Market LLC

The Nasdaq Stock Market LLC

 

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. 

(b) and (e) On January 14, 2025, Alan R. Klembczyk, the President of Taylor Devices, Inc. (the “Company”) and a member of the Company’s board of directors (the “Board”), provided notice of his decision to retire from his position as President of the Company, effective June 1, 2025. On the same date, Mr. Klembczyk also notified the Company that he will not stand for reelection to the Board at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”). Mr. Klembczyk will continue to serve on the Board until the expiration of his current term at the 2025 Annual Meeting.

In connection with Mr. Klembczyk’s notice of his intent to retire, the Company and Mr. Klembczyk entered into an Executive Retirement and Transition Agreement (the “Retirement Agreement”), dated January 14, 2025. Under the terms of the Retirement Agreement, Mr. Klembczyk has agreed to serve as President of the Company until his retirement on June 1, 2025, and thereafter to continue to serve as an employee until November 30, 2025, to provide support services to the Company. The Retirement Agreement provides that (i) Mr. Klembczyk will continue to receive his current base salary and remain eligible for his current death benefit through November 30, 2025, (ii) Mr. Klembczyk will remain eligible for an annual bonus and stock option award for the Company’s 2025 fiscal year, and (iii) all vested and unexercised stock options held by Mr. Klembczyk as of November 30, 2025, will remain outstanding and exercisable until the earlier of (a) the latest date those options could have been exercised under their original terms or (b) the tenth anniversary of the date of grant for the applicable stock option.

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.

 

TAYLOR DEVICES, INC.

 

 

(Registrant)

 



Date: January 14, 2025                       



By:  



 /s/ Timothy J. Sopko

 

 

Timothy J. Sopko, Chief Executive Officer

 

v3.24.4
Document and Entity Information
Jan. 14, 2025
Registrant CIK 0000096536
Document Type 8-K
Document Period End Date Jan. 14, 2025
Document Effective Date Jan. 14, 2025
Entity Registrant Name TAYLOR DEVICES, INC.
Entity Incorporation, State or Country Code NY
Securities Act File Number 000-3498
Entity Tax Identification Number 16-0797789
Entity Address, Address Line One 90 Taylor Drive
Entity Address, City or Town North Tonawanda
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14120
Entity Address, Address Description Address of principal executive offices
Phone Fax Number Description Registrant's telephone number, including area code
City Area Code 716
Local Phone Number 694-0800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Common Class A  
Title of 12(b) Security Common Stock, $.025 par value per share
Trading Symbol TAYD
Security Exchange Name NASDAQ
Series A Preferred Stock  
Title of 12(b) Security Preferred Stock Purchase Rights
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