Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

November 16, 2023

Date of Report (Date of earliest event reported)

_____________________

SIGMATRON INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	0-23248	36-3918470
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

2201 Landmeier Road, Elk Grove Village, Illinois 60007

(Address of principal executive offices) (Zip Code)

(847) 956-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 pursuant to Section 12(b) of the Act.

Title of each class

Common Stock $0.01 par value per share

Trading Symbol

SGMA

Name of each exchange on which registered

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 (17 CFR §230.405) or Rule 12b-2 of 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 the 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, November 16, 2023, the Board of Directors (the “Board”) of SigmaTron International, Inc. (the “Company”), adopted (a) the SigmaTron International, Inc. Employee Bonus Plan for Fiscal Year 2024 (the “Employee Plan”), a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The following is only a summary of the Plan, and in the event of any inconsistencies between the summary below and the Plan, the Plan shall control. The stated purpose of the Plan is to align stockholder, employee and officer objectives, to motivate employees and officers of the Company and to increase shareholder value. The Plan will be administered and interpreted by the Board. The Plan, as a whole, is also subject to amendment, suspension or termination by the Board.

The Employee Plan.

The Employee Plan applies to all U.S. payroll non-union employees of the Company (“Employee Participants”), all full-time employees of the Company with a corporate position of vice president or higher (“Officers”) and all employees designated by the Company as an executive officer pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (“Executive Officers”).

Pursuant to the Employee Plan, a Bonus Pool shall be created under the Employee Plan shall be calculated as a percentage of Pre-Tax Income (as defined in the Employee Plan) pursuant to the scale set forth in the Employee Plan, not to exceed $1,500,000. The Company’s Chief Executive Officer will submit to the Company’s Compensation Committee a recommendation (i) an assessment of performance for each Executive Officer and (ii) for a specified percentage or dollar allocation of the Bonus Pool for each Executive Officer and Officer, individually, and all of the Employee Participants, in the aggregate. The Compensation Committee will review such submissions for recommendation to the Board. Awards to Executive Officers under the Employee Plan will be based, in part, on the Executive Officer achieving the Executive Officer’s specified target objectives and, in any event, will be subject to the sole discretion of the Board. Awards to Employee Participants under the Employee Plan will be contingent upon the Company being in compliance with all of the Company’s covenants under its primary credit facility, or having obtained a waiver thereof, at the end of the Company’s 2024 fiscal year.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit 10.1 SigmaTron International, Inc. Employee Bonus Plan for Fiscal Year 2024

Exhibit 104Cover Page Interactive Data File (embedded within Inline XBRL document)

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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.


Date: November 17, 2023		SIGMATRON INTERNATIONAL, INC.

	By:	/s/ Gary R. Fairhead
		Name: Gary R. Fairhead
		Title: Chief Executive Officer

EXHIBIT 10.1

SIGMATRON INTERNATIONAL, INC.

EMPLOYEE BONUS PLAN FOR FISCAL YEAR 2024

PURPOSE. The purpose of the Employee Bonus Plan for Fiscal Year 2024 of SigmaTron International, Inc., a Delaware Corporation (the “Company”) is to align stockholder and employee objectives, motivate employees, and increase stockholder value.

DEFINITIONS. Capitalized terms shall have the meanings ascribed in this Section 2 or as otherwise defined in this Plan:

“Award Year” shall mean the Company’s fiscal year to which bonuses under this Plan relate.

“Board” shall mean the Board of Directors of the Company.

“CEO” shall mean the Chief Executive Officer of the Company.

“CFO” shall mean the Chief Financial Officer of the Company.

“Committee” shall mean the Compensation Committee of the Company.

“Executive Officer” shall mean any employee designated by the Company as an executive officer pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

“GAAP” shall mean U.S. Generally Accepted Accounting Principles.

“Pre-Tax Income” shall mean income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

“Officer” shall mean any full-time Company employee with a corporate ranking of Vice-President or higher who is not designated as an Executive Officer.

“Participant” shall mean any U.S. payroll employee, Officer, or Executive Officer, except for employees under a collective bargaining agreement, who are not covered by this Plan.

“Plan” shall mean this Employee Bonus Plan for Fiscal Year 2024.

ADMINISTRATION. The Board shall have the power to adopt, modify and revoke such rules for the administration, interpretation and application of the Plan as are consistent therewith. Except as otherwise directed herein, the Board shall administer and interpret the Plan in accordance with its provisions.

TIMING AND ELIGIBILITY REQUIREMENTS FOR BONUS PAYOUTS.

Bonuses pursuant to this Plan shall be determined at the end of the Award Year and paid as soon as practicable after the Bonus Pool is calculated and awards under the Plan are approved.

To be eligible for a bonus pursuant to this Plan, each Participant must be on the Company’s payroll on the last day of the Award Year, absent special circumstances approved by the Board.

BONUS POOL; DETERMINATION AND CALCULATION OF BONUS AWARDS.

The aggregate bonus pool fund from which bonuses shall be awarded under this Plan (“Bonus Pool”) shall be calculated as a percentage of Pre-Tax Income pursuant to a graduated scale as further stated in Exhibit A attached hereto and incorporated herein, which shall not exceed $1,500,000 without the approval of the Board.

The Committee, in its sole discretion, may recommend to the Board for its approval adjustments to the calculation of Pre-Tax Income. Any such adjustments to the calculation of Pre-Tax income recommended by the Committee and subsequently approved by the Board will be made no later than the end of the Award Year.

Prior to any Bonus Pool awards to Executive Officers, the CEO shall identify and submit orally or in writing to the Committee for its recommendation to the Board for the Award Year an assessment of the performance for each Executive Officer (“Assessment”). The CEO’s Assessment shall be identified by mutual agreement of the Committee and CEO which the Committee shall then recommend to the Board for approval. The bonus amount awarded to an Executive Officer shall be based, in part and at the sole discretion of the Board, after receiving the recommendation of the Committee, on such Executive Officer achieving his/her Assessment during the Award Year.

EXHIBIT 10.1

During any Award Year, the CEO may recommend to the Committee, the Committee may recommend to the Board and the Board may approve changes to the Assessment.

As soon as reasonably practicable after the Bonus Pool is calculated, the CEO shall recommend and submit to the Committee for its recommendation to the Board a percentage or dollar allocation of the Bonus Pool for: (1) each Executive Officer and Officer, individually; and (2) all other Participants, in the aggregate. The total allocation to Participants will in no event be less than 100% of the Bonus Pool.

Awards shall be granted and paid to the Participants only upon satisfaction of the following condition:

At the end of the Award Year, the Company is in compliance with all covenants under its primary credit facility (currently with JPMorgan Chase Bank, N.A.), or has obtained a waiver of covenant compliance from the bank.

RESTATEMENT OF FINANCIAL STATEMENTS FOR A FISCAL YEAR TO WHICH A BONUS RELATES.

CLAWBACK. If the Company is required to restate all or a portion of its financial statements (“Restated Financial Statements”) due to material non-compliance with financial reporting requirements under securities laws for a fiscal year to which bonuses were previously awarded (“Awarded FY”), and the amount of the Bonus Pool for the Awarded FY (“Awarded Bonus Pool”) would have been lower had the financial results been properly reported, the Board shall require reimbursement from each Executive Officer who received a bonus from the Awarded Bonus Pool (“Awarded Bonus”) equal to the difference between the amount of the Awarded Bonus and the bonus that would have been paid if calculated according to the Restated Financial Statements.

CLAWBACK LIMITATIONS. The clawback provisions of paragraph 6(a) of this Plan shall be limited to 3 years from the date on which the Company is required to prepare the Restated Financial Statements.

CLAWBACK NOTICE. In the event of any such required reimbursement, the Company shall give written notice thereof to each Executive Officer stating the amount of the required reimbursement and the reasons therefor. Each Executive Officer shall make such reimbursement within 45 days from the date notice is delivered.

RESTATED FINANCIAL STATEMENTS RESULTING IN HIGHER BONUS POOL. If the Company restates all or a portion of its financial statements for an Awarded FY, and the amount of the Awarded Bonus Pool would have been greater had the financial results been properly reported, the Board may add the difference between the amount of the bonus pool calculated according to the Restated Financial Statements and Awarded Bonus Pool to the Bonus Pool for the fiscal year in which the Restated Financial Statements are completed. Bonus awards pursuant to this subparagraph 6(d) shall be awarded pursuant to paragraph 5 of this Plan.

EMPLOYMENT AND PLAN RIGHTS. This Plan shall neither be deemed to give any Participant the right to be employed by the Company, nor impair the Company’s right to discharge any Participant at any time, subject to the terms of an employment agreement between a Participant and the Company, if any.

AMENDMENT, SUSPENSION OR TERMINATION. This Plan may be amended, suspended, or terminated, at any time or from time to time, by the Board of Directors.

Document And Entity Information	Nov. 16, 2023
Document And Entity Information [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 16, 2023
Entity Registrant Name	SIGMATRON INTERNATIONAL, INC.
Entity Incorporation State Country Code	DE
Entity File Number	0-23248
Entity Tax Identification Number	36-3918470
Entity Address Address Line 1	2201 Landmeier Road
Entity Address City Or Town	Elk Grove Village
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60007
City Area Code	847
Local Phone Number	956-8000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Title of 12b Security	Common Stock $0.01 par value per share
Trading Symbol	SGMA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000915358