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) September 27, 2017
AMPCO-PITTSBURGH CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-898 | 25-1117717 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification Number) | ||
| 726 Bell Avenue, Suite 301, Carnegie PA | 15106 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (412) 456-4400
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)) |
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 with Certain Officers |
On October 3, 2017, Ampco-Pittsburgh Corporation announced that John S. Stanik has notified the Board of Directors of his intention to retire as Chief Executive Officer sometime in the middle of 2018 or at such time as a suitable successor is identified and appointed, so that a smooth transition of leadership is assured. Mr. Stanik has pledged ongoing service to Ampco-Pittsburgh Corporation in any capacity beyond his retirement date. Mr. Stanik will continue as a member of the Board through his current term, which ends at the Company’s 2018 Annual Meeting of Shareholders.
Ampco-Pittsburgh has appointed a search team comprised of several members of its Board of Directors and intends to evaluate internal and external candidates in identifying a highly-qualified, experienced executive to lead the company on a going-forward basis.
On October 3, 2017, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
Exhibit 99.1 – Press release dated October 3, 2017
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.
| AMPCO-PITTSBURGH CORPORATION | ||||||
| Date: October 3, 2017 | By: | /s/ Maria Trainor | ||||
| Maria Trainor | ||||||
| Vice President, General Counsel and Secretary | ||||||