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): November 7, 2018

Gates Industrial Corporation plc

(Exact Name of Registrant as Specified in its Charter)

 
 
 
 
 
England and Wales
 
001-38366
 
98-1395184
 
 
 
 
 
(State or Other Jurisdiction of
 
(Commission File Number)
 
(IRS Employer
Incorporation)
 
 
 
Identification No.)

1144 Fifthteenth Street, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)

(303) 744-1911
(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:




o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
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 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 (d)
Election of New Directors
On November 7, 2018, the Board of Directors of Gates Industrial Corporation plc (the “Company”) appointed James William Ireland III as a director of the Company, effective November 7, 2018. Mr. Ireland will also serve on the Company’s Audit Committee.
For his service on the Board, Mr. Ireland will receive an annual compensation package of $225,000, consisting of $125,000 as an annual cash retainer (payable in quarterly installments in arrears) and $100,000 in value of restricted stock units (payable annually). The Board also approved a one-time initial award of restricted stock units valued at $100,000, effective as of Mr. Ireland’s start date. Restricted stock units will vest in full on the first anniversary of the grant date.





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.
 
 
 
 
 
GATES INDUSTRIAL CORPORATION PLC
  
 
By:
/s/ Jamey S. Seely
 
 
Name:
Jamey S. Seely
 
 
Title:
Executive Vice President, General Counsel and Corporate Secretary
Date: November 7, 2018