Current Report

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): May 22, 2007

 

PECO II, Inc.

(Exact name of registrant as specified in its charter)

 

 

Ohio   000-31283   34-1605456

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

1376 State Route 598, Galion, Ohio   44833
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (419) 468-7600

 

(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 May 22, 2007, in connection with the reduction in the size of the Board of Directors of PECO II, Inc. (the “Company”) from 11 members to nine members, E. Richard Hottenroth resigned as a Class II director of the Company immediately prior to such reduction and was elected to fill the existing vacancy as a Class I director immediately following such reduction. Mr. Hottenroth will continue to serve as Chairman of the Compensation/Nominating Committee. Mr. Hottenroth is a partner in the law firm Hottenroth, Garverick, Tilson & Garverick, Co., L.P.A. Mr. Hottenroth’s law firm provided legal services to us in 2006, and we expect that the firm will continue to provide such services in 2007.

As a result, the Company’s Board of Directors currently consists of nine members, with three directors in each of Class I, Class II and Class III.

SIGNATURE

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.

 

  PECO II, Inc.
Date: May 23, 2007   By:  

/s/ JOHN G. HEINDEL

    John G. Heindel
    Chairman, President and Chief Executive Officer