Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 6, 2023, the Board of Directors (the "Board") of Alpha Pro Tech, Ltd.
(the "Company"), in accordance with the Company's bylaws and upon the
recommendation of the Nominating/Governance Committee of the Board, elected
Benjamin A. Shaw to fill the vacancy on the Board created by the passing of
Russell Manock. The Board appointed Mr. Shaw, a certified public accountant, to
serve as the Chair of the Audit Committee of the Board and to serve on the
Nominating/Governance Committee on the Board.
The Board has affirmatively determined that Mr. Shaw qualifies as an
"independent director," as defined in the NYSE American Company Guide (the
"Company Guide") and qualifies as an "audit committee financial expert" pursuant
to the rules of the U.S. Securities and Exchange Commission (the "SEC").
As disclosed in the Current Report on Form 8-K filed by the Company on December
28, 2022, upon the passing of Mr. Manock, the Company was no longer compliant
with Section 803B(2)(a)(iii) of the Company Guide, which requires that the Audit
Committee have a financially sophisticated audit committee member. With the
appointment of Mr. Shaw to the Audit Committee, the Company regained compliance
with the applicable section of the Company Guide prior to the applicable
deadline.
There are no arrangements or understandings between Mr. Shaw and any other
person pursuant to which he was elected to the Board. Additionally, there are no
related person transactions involving Mr. Shaw and the Company that would
require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.
Mr. Shaw will receive the compensation described in the section titled "Director
Compensation" included in the Company's definitive proxy statement filed with
the SEC on April 29, 2022, including participation in the Alpha Pro Tech, Ltd.
2020 Omnibus Incentive Plan (as amended, the "Incentive Plan").
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