smid_8k

8-K 1 smid_8k.htm CURRENT REPORT smid_8k

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): March 9, 2021

SMITH-MIDLAND CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13752	54-1727060
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

P.O. Box 300, 5119 Catlett Road

Midland, Virginia 22728

(Address of principal executive offices)

(504) 439-3266

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	SMID	The NASDAQ Capital Market

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 the 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.

On March 9, 2021, the Compensation Committee of the board of directors (the “Committee”) of Smith-Midland Corporation (the "Company”) adopted the Smith-Midland Corporation Long-Term Incentive Plan (the “LTIP”). Officers, other employees, and directors of the Company are eligible to participate in the LTIP. The LTIP is administered by the Committee or the full Board with respect to non-employee directors of the Company.

The LTIP is intended to enable the Company (a) to recruit and retain highly qualified executives, other employees and directors who are responsible for moving the business of the Company forward, (b) align the interests of the Company’s executives and directors with the interests of the Company’s stockholders by creating a direct link between compensation and the Company’s performance, and (c) incentivize executives, other employees and directors of the Company to contribute to the long-term success of the Company. Awards of restricted stock under the LTIP will be determined based upon target percentages given to the following five (5) performance conditions: Revenue Growth, EBITDA Margin, Free Cash Flow, Retention and Board Discretion. These target percentages will be applied against a base bonus amount (the “Base Bonus Amount”). The Base Bonus Amount will be equal to a percentage of the participant’s base salary in effect at the commencement of the performance period (or a set amount in the case of non-employee directors). The Committee may, at the time of grant, adjust the percentage of base salary utilized to determine Base Bonus Amount for any participant as it deems appropriate. Awards of restricted stock under the LTIP will vest on the last day of a three (3) year performance period based on vesting percentages assigned to each performance condition and continued employment with the Company. All LTIP awards will be granted under, and will be subject to the terms and conditions of, the Smith-Midland Corporation 2016 Equity Incentive Plan. Recipients of awards who meet specified share ownership requirements may, subject to certain conditions, elect to be paid in cash in lieu of restricted stock.

The foregoing description of the LTIP does not purport to be complete and is qualified in its entirety by reference to the full text of the LTIP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.	Exhibit Description
10.1	Smith-Midland Corporation Long-Term Incentive Plan

SIGNATURES

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.

	SMITH-MIDLAND CORPORATION

Date: March 15, 2021	By:	/s/ Adam J. Krick
		Adam J. Krick
		Chief Financial Officer

SEC Form 8-K filed by Smith-Midland Corporation