UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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. |
(e)
As previously reported, on June 29, 2025, Darius G. Nevin was appointed Interim President and Chief Executive Officer of AstroNova, Inc. (the “Company”).
On July 23, 2025, the Company entered into a letter agreement with Mr. Nevin outlining the terms of his at-will employment. Pursuant to the agreement, Mr. Nevin will receive an annual base salary of $260,000 and has been granted an option to purchase 30,000 shares of the Company’s common stock, par value $0.05 per share, with the option vesting in increments of 5,000 shares each month from July through December 2025, provided he remains employed or serves as a director on each vesting date. In the event of termination other than for cause, Mr. Nevin will have up to one year to exercise any vested options. The agreement also provides for reimbursement of reasonable travel-related expenses, including travel between Miami and Rhode Island, and, if any such reimbursements are treated as taxable income, the Company will provide a tax gross-up to ensure Mr. Nevin is in the same after-tax position as if no such tax liability had arisen. Mr. Nevin is also eligible to participate in the Company’s employee benefit plans.
The description of the letter agreement contained herein is qualified in its entirety by reference to the full text of the letter agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 10.1 | Letter Agreement dated July 23, 2025 between the Company and Darius G. Nevin | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| ASTRONOVA, INC. | ||||||
| Dated: July 29, 2025 |
By: |
/s/ Thomas D. DeByle | ||||
| Thomas D. DeByle | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||
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