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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): November 1, 2023
Core Molding Technologies, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-12505 | 31-1481870 | |
| (State or other jurisdiction incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
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| 800 Manor Park Drive, Columbus, Ohio | | 43228-0183 | |
| (Address of principal executive office) | | (Zip Code) | |
Registrant’s telephone number, including area code: (614) 870-5000
(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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 | CMT | NYSE American LLC |
| Preferred Stock purchase rights, par value $0.01 | N/A | NYSE American 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 ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 1, 2023, Salvador Minarro-Villalobos was appointed as an independent member of the Board of Directors of Core Molding Technologies, Inc. (the “Company”). Mr. Minarro-Villalobos has been appointed to the Compensation Committee.
There is no arrangement or understanding between Mr. Minarro-Villalobos and any other persons pursuant to which Mr. Minarro-Villalobos was selected as a director, and there are no related party transactions involving Mr. Minarro-Villalobos that are reportable under Item 404(a) of Regulation S-K. Mr. Minarro-Villalobos compensation for service as a non-employee director will be consistent with that of the Company’s other non- employee directors.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit Number | | Description |
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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.
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| | CORE MOLDING TECHNOLOGIES, INC. |
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| Date: November 2, 2023 | | By: | | /s/ John P. Zimmer |
| | Name: | | John P. Zimmer |
| | Title: | | Executive Vice President, Treasurer, Secretary and Chief Financial Officer |