Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On June 1, 2021, the Board of Directors (the "Board") of Ducommun Incorporated
(the "Company") elected Sheila G. Kramer as a Class III Director, effective
immediately, to serve for a term expiring at the annual meeting of stockholders
in 2024 and until her successor is elected and qualified. In connection with
Ms. Kramer's election to the Board, she has been appointed to serve as a member
of the Corporate Governance and Nominating Committee of the Board.
In connection with her service as a director, Ms. Kramer, as a non-employee
director, will be compensated on the same basis as other non-employee directors
of the Company. As such, she will receive a prorated grant of restricted stock
under the Company's 2020 Stock Incentive Plan, equal to 1,000 shares of
restricted stock, and will also receive a prorated portion of the annual cash
retainer, equal to $38,000. See "Compensation of Directors" in the Company's
Proxy Statement for its 2021 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on March 8, 2021 for further information with
respect to director compensation. In connection with her appointment as a
director, the Company has entered into its standard form of indemnification
agreement with Ms. Kramer, which among other things and subject to the terms and
conditions set forth therein, requires the Company to indemnify Ms. Kramer to
the fullest extent permitted by the General Corporation Law of the State of
Delaware in connection with any proceedings relating to her service as a
director of the Company and to advance any expenses incurred by Ms. Kramer in
connection with any such proceedings.
The Company is unaware of any arrangements or understandings between Ms. Kramer
and any other person pursuant to which she was selected as a director of the
Company and she has no direct or indirect material interest in any transaction
or proposed transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
On June 1, 2021, the Company issued a press release regarding Ms. Kramer's
election to the Board. The press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Exhibit Title or Description
99.1 Ducommun Incorporated press release issued on June 1, 2021
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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