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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): February 7, 2019
 
 
 
BRADY CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Commission File Number 1-14959
 
 
 
Wisconsin
 
39-0971239
(State of
Incorporation)
 
(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:
¨
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 (17 CFR 230.405) or Rule 12b-2 or the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ¨






Item 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(d)On February 7, 2019, the Board of Directors of Brady Corporation (the “Company”) elected David S. Bem, PhD, and Michelle E. Williams, PhD, to the Board of Directors, effective February 18, 2019. Dr. Bem and Dr. Williams had been nominated for election to the Board of Directors through a process conducted by the Corporate Governance Committee of the Board. Dr. Bem and Dr. Williams have each been appointed to the Technology Committee of the Board of Directors.
Dr. Bem is Vice President of Science and Technology and Chief Technology Officer of PPG Industries, Inc. There are no actual or proposed transactions between Dr. Bem 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 of the Company.
Dr. Williams is Global Group President, Altuglas International, an affiliate of Arkema S.A. There are no actual or proposed transactions between Dr. Williams or any of her related persons and the Company that would require disclosure under Item 404 (a) of Regulation S-K in connection with her appointment as a director of the Company.
Dr. Bem and Dr. Williams are each eligible to participate in the Company’s equity incentive and other benefit plans on a basis similar to other non-employee directors. Dr. Bem and Dr. Williams will each receive an award of $109,000 of unrestricted Class A Nonvoting Common Stock, with a grant date of February 18, 2019.
On February 8, 2019, the Company issued a press release announcing the appointment of Dr. Bem and Dr. Williams 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.

Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits
EXHIBIT NUMBER
DESCRIPTION
99.1

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.
 
 
 
BRADY CORPORATION
 
 
 
 
 
 
Date: February 8, 2019
 
/s/ AARON J. PEARCE
 
 
Aaron J. Pearce
 
 
Chief Financial Officer and Treasurer



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EXHIBIT 99.1


For More Information:
Investor contact: Ann Thornton 414-438-6887
Media contact: Kate Venne 414-358-5176


David S. Bem and Michelle E. Williams join Brady Corporation Board of Directors

MILWAUKEE (February 8, 2019)-Brady Corporation (NYSE: BRC) (“Brady” or “Company”) announced that Dr. David S. Bem and Dr. Michelle E. Williams will join its Board of Directors, effective February 18, 2019.
Dr. Bem is Vice President of Science and Technology and Chief Technology Officer for PPG, a global manufacturer of paints, coatings and specialty materials. Prior to PPG, he spent 8 years at Dow Chemical Company in a number of research and development roles, most recently as Vice President, Research and Development Consumer Solutions and Infrastructure Solutions, and also worked in research and development roles at Celanese Corporation and UOP/Honeywell International, Inc.
“I am impressed with Brady’s robust product pipeline and the investments made by the Company in new product development and innovation. This has been the focus of my career and I look forward to helping guide this process,” said Dr. Bem.
Dr. Williams is Global Group President for Altuglas International, a subsidiary of Arkema with approximately $1 billion in annual revenues. Dr. Williams leads this subsidiary, which is a global integrated leader in polymethyl methacrylate technology which is most frequently used in acrylic glass. She joined Arkema in 2011, first as a global group president for the Oxygenes and Derivatives group before being named Global Group President of Altuglas in 2015. Prior to Arkema, she spent 23 years with Rohm and Haas Company and Dow Chemical in manufacturing, commercial, strategy and general management positions. She was General Manager, Chemical Mechanical Polishing Technologies, and later, General Manager, Adhesives and Sealants.
“Brady is a global leader in safety and identification solutions,” said Williams. “I’m looking forward to working with Brady’s leadership team and its Board of Directors as the Company continues to focus on developing innovative solutions that solve their customers’ problems.”
“Drs. Bem’s and Williams’ expertise in the product development process and global operations will make them tremendous assets to the Brady Board of Directors,” said Conrad Goodkind, Chair of Brady’s Board of Directors.
Bem received a PhD in Inorganic Chemistry from the Massachusetts Institute of Technology and a Bachelor of Arts degree in Chemistry from West Virginia University.
Williams holds a PhD in Physical Chemistry from the University of Utah and a Bachelor of Science in Chemistry from Pace University in New York.
“As Brady continues to focus on innovation and new product development, we’re pleased to bring two leaders with strong backgrounds in technology to our board,” said Michael Nauman, 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, 2018, employed approximately 6,200 people in its worldwide businesses. Brady’s fiscal 2018 sales were approximately $1.17 billion. Brady stock trades on the New York Stock Exchange under the symbol BRC. More information is available at www.bradycorp.com.

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