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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): June 29, 2022
 
Commission File Number 1-9929
 
Insteel Industries, Inc.
(Exact name of registrant as specified in its charter)
 
North Carolina
(State or other jurisdiction of
incorporation or organization)
  
56-0674867
(I.R.S. Employer Identification No.)
     
1373 Boggs Drive, Mount Airy, North Carolina
(Address of principal executive offices)
  
27030
(Zip Code)
 
Registrant’s telephone number, including area code: (336) 786-2141
 
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))
 
Securities registered subject to Section 12(b) of the Exchange Act:
 
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock (No Par Value) IIIN The 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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 June 29, 2022, the Executive Compensation Committee of the Board of Directors of Insteel Industries Inc. (the “Company”) took action to increase the annual base salaries of certain of the Company’s executive officers.
 
The increases in annual base salaries, which are effective immediately, are shown below:
 
 
Name and Position  
Prior Annual Base Salary
   New Annual Base Salary
H.O. Woltz III   $675,000   $700,000
President and Chief Executive Officer        
         
Mark A. Carano   $345,000   $370,000
Senior Vice President, Treasurer and        
Chief Financial Officer        
         
James F. Petelle   $250,000   $275,000
Vice President – Administration, Secretary        
and Chief Legal Officer        
         
Richard T. Wagner   $350,000   $370,000
Senior Vice President and Chief Operating        
Officer        
         
James R. York   $250,000   $270,000
Senior Vice President, Sourcing and        
Logistics        
 
 
In addition, effective immediately, the Committee increased the targeted amount of Mr. Woltz’ annual incentive award under the Company’s Return on Capital Incentive Compensation Plan from 70% to 100% of base salary and increased the target value of his long-term equity grants under the Company’s 2005 Equity Incentive Plan from $600,000 to $650,000 for fiscal year 2022 and to $700,000 per year for subsequent fiscal years.
 
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 thereunto duly authorized.
 
 
  INSTEEL INDUSTRIES INC.
  Registrant
 
 
 
Date: July 1, 2022 By: /S/ James F. Petelle
    James F. Petelle
    Vice President Administration, Secretary
    and Chief Legal Officer
 
 
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