8-K
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): April 13, 2016 (April 11, 2016)
_________________________________CLARCOR Inc.__________________________________
(Exact name of registrant as specified in its charter)
|
| | |
Delaware | 1-11024 | 36-0922490 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
840 Crescent Centre Drive, Suite 600, Franklin, TN 37067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code _____615-771-3100________________________________
________________________________________________________________________________________________
(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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 11, 2016, the Board of Directors of CLARCOR Inc., a Delaware corporation (NYSE: CLC) (the “Company”) increased the size of the Company’s Board of Directors to eleven members and elected Nelda J. Connors, 50, as a director of the Company. Ms. Connors will be included in the class of the Company’s directors who will stand for reelection by the Company’s shareholders at the Company’s Annual Meeting to be held in March 2017. On April 13, 2016, the Company issued a press release regarding Ms. Connors’ appointment, a copy of which is attached hereto.
The Board of Directors has affirmatively determined that Ms. Connors qualifies as an independent director under the categorical standards of the corporate governance rules of New York Stock Exchange and as defined under applicable law. It is not yet known to which committee(s) of the Board of Directors Ms. Connors will be appointed. The Board’s Directors’ Affairs/Corporate Governance Committee has been empowered to make such appointment in due course.
There are no arrangements or understandings between Ms. Connors and any person pursuant to which Ms. Connors was selected as a director, and there are no actual or proposed transactions between Ms. Connors or any of her related persons and the Company that would require disclosure under Item 404(a) of Regulation S-K (17 CFR 229.404(a)) in connection with her appointment as a director of the Company.
As of the date of her appointment Ms. Connors is entitled to receive compensation and participate in the plans of the Company applicable to all of the Company’s directors, as more particularly described on pages 9 and 10 of the Company’s proxy statement filed February 19, 2016, under the sub-heading “Meetings and Fees”. In accordance with such plans, on the date of her appointment Ms. Connors was awarded 1,885 shares of the Company’s common stock as equity-based compensation payable to all non-employee directors of the Company and another 1,200 shares of the Company’s common stock, which Ms. Connors elected to take in lieu of her cash annual retainer. Each of the foregoing awards was made in respect of, and prorated to, Ms. Connors’ service from the date of her appointment until the anticipated date of the Company’s next Annual Meeting.
Except as set forth above, there is no other material Company plan, contract or arrangement in which Ms. Connors will participate in connection with her appointment.
Item 9.01 Financial Statements & Exhibits
Exhibit 99.1 - Press Release dated April 13, 2016
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.
CLARCOR INC.
By__/s/Richard M. Wolfson ______________________ ___
Richard M. Wolfson
Vice President - General Counsel and Corporate Secretary
Date: April 13, 2016