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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 20, 2024 BRADY CORPORATION
(Exact name of registrant as specified in its charter) Commission File Number 1-14959
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| Wisconsin | | 39-0178960 |
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
6555 West Good Hope Road
Milwaukee, Wisconsin 53223
(Address of principal executive offices and Zip Code)
(414) 358-6600
(Registrant’s Telephone Number) 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 | Name of each exchange on which registered |
| Class A Nonvoting Common Stock, par value $0.01 per share | BRC | New York Stock Exchange |
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 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 May 20, 2024, the Board of Directors of Brady Corporation (the “Company”) elected Christopher Hix to join the Board of Directors, effective May 24, 2024. Mr. Hix had been nominated for election to the Board of Directors through a process conducted by the Corporate Governance Committee of the Board of Directors. Mr. Hix has been appointed to each of the Audit Committee and the Finance Committee of the Board of Directors.
Mr. Hix previously served as the Executive Vice President and Chief Financial Officer of Enovis Corporation (NYSE: ENOV) and as a member of the board of directors of ESAB Corporation (NYSE: ESAB). There are no actual or proposed transactions between Mr. Hix or any of his related persons and the Company that would require disclosure under Item 404 (a) of Regulation S-K in connection with his appointment as a director the Company.
Mr. Hix will be entitled to the standard compensation provided to non-employee directors as described in the Company’s Annual Report on Form 10-K. Mr. Hix will receive an award of $116,500 in fair value of unrestricted Class A Nonvoting Common Stock, with a grant date of May 24, 2024.
On May 24, 2024, the Company issued a press release announcing the election of Mr. Hix to the Board of Directors. A copy of the press release is being provided to the Securities and Exchange Commission as Exhibit 99.1 attached hereto and is incorporated herein by reference.
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| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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| EXHIBIT NUMBER | DESCRIPTION |
| 99.1 | |
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| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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.
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| | | BRADY CORPORATION |
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| Date: May 24, 2024 | | |
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| | /s/ ANN E. THORNTON |
| | Ann E. Thornton |
| | Chief Financial Officer, Chief Accounting Officer and Treasurer |
\n\n\n\n\nDocumentEXHIBIT 99.1
For More Information:
Investor contact: Ann Thornton 414-438-6887
Media contact: Kate Venne 414-358-5176
Christopher Hix joins Brady Corporation Board of Directors
MILWAUKEE (May 24, 2024)—Brady Corporation (NYSE: BRC) (“Brady” or “Company”) announced that Christopher Hix will join its Board of Directors, effective May 24, 2024.
Mr. Hix joins the Brady Board of Directors after a 39-year career in public companies serving a broad range of global markets. From 2016 until his retirement in 2022, he served as Chief Financial Officer of Enovis Corporation (and its predecessor Colfax Corporation) while the company transformed its industrial business portfolio to faster-growth medical technologies. Mr. Hix was the Chief Financial Officer of OM Group, Inc., a specialty materials and chemicals company, from 2012 until the company’s acquisition in late 2015. He also served as the Chief Financial Officer of Robbins & Myers, a diversified industrial company, from 2006 to 2011, during a period of significant expansion and business portfolio changes. Prior to that, Mr. Hix spent 14 years in a variety of operating, financial and strategic roles within Roper Industries (now Roper Technologies), a global, diversified industrial and technology company that underwent rapid growth and transitioned from private to public ownership during his tenure. He served on the Board of Directors of ESAB Corporation, a $3 billion revenue global industrial company, from 2021 through 2024.
Mr. Hix received a Master of Business Administration from St. Mary’s College of California and a Bachelor of Science in Business Administration from the University of Southern California. Early in his career he earned his public accounting certification.
“Brady is committed to drive profitable growth through innovation, research and development, investments in technology and strategic M&A to deliver shareholder value over the long-term,” said Hix. “I’m looking forward to sharing my strategic and financial insights and to working with Brady’s leadership team and its Board of Directors to continue to drive increased shareholder value.”
“Chris’ extensive financial and strategic experience as a leader at several industrial companies, where he played a key role in accelerating growth, makes him an outstanding addition to the Brady Board of Directors,” said Bradley C. Richardson, Chair of Brady’s Board of Directors.
“I am pleased to welcome Chris to Brady’s Board of Directors. His proven track record leading high-technology global businesses through periods of significant growth and his experience in M&A will be invaluable to Brady as we continue to drive both organic and inorganic long-term growth opportunities,” said Russell R. Shaller, Brady’s President and Chief Executive Officer.
Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect people, products and places. Brady’s products help customers increase safety, security, productivity and performance and include high-performance labels, signs, safety devices, printing systems and software. Founded in 1914, the Company has a diverse customer base in electronics, telecommunications, manufacturing, electrical, construction, medical, aerospace and a variety of other industries. Brady is headquartered in Milwaukee, Wisconsin and as of July 31, 2023, employed approximately 5,600 people in its worldwide businesses. Brady’s fiscal 2023
sales were approximately $1.33 billion. Brady stock trades on the New York Stock Exchange under the symbol BRC. More information is available at www.bradyid.com.
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