UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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
ENGlobal Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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001-14217
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88-0322261
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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654 N. Sam Houston Parkway E., Suite 400,
Houston, Texas
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77060-5914
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 281-878-1000
(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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common Stock, $0.001 par value
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ENG
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The Nasdaq Stock Market LLC
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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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EXPLANATORY
NOTE
Pursuant
to Instruction 2 to Item 5.02 of Form 8-K, this Amendment No. 1 to
Current Report on Form 8-K amends Item 5.02 of the Current Report
on Form 8-K filed by ENGlobal
Corporation (the “Company”)
on March 1, 2021 (the “Original Form 8-K”) to
provide compensation information that was not determined at the
time of the filing of the Original Form 8-K. No other changes have
been made to the Original Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As previously reported in the Original Form 8-K, on February 24,
2021 the Company’s Board of Directors (the “Board”)
appointed (i) Mark A. Hess, the Company’s Chief Financial
Officer, Treasurer and Corporate Secretary, as the Company’s
Chief Executive Officer, (ii) Roger Westerlind, the President of
the Company’s subsidiary, ENGlobal U.S., Inc., as the
Company’s President, and (iii) Darren Spriggs, the
Company’s Corporate Controller, as the Company’s Chief
Financial Officer, each such appointment to be effective March 12,
2021. On March 9, 2021, the Compensation Committee of the Board
approved a $25,000 increase in annual base salary for each of
Messrs. Hess, Westerlind and Spriggs in connection with their new
appointments, resulting in revised annual base salaries of
$275,000, $265,000 and $175,000, respectively. The committee also
granted (i) 11,312 shares of restricted stock that vest in equal
annual installments over a three year period to Mr. Hess, (ii)
22,624 shares of restricted stock that vest in equal annual
installments over a three year period to Mr. Westerlind and (iii)
6,787 shares of restricted stock that vest in equal annual
installments over a four year period to Mr.
Spriggs.
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.
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ENGlobal Corporation
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(Registrant)
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March 11, 2021
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/s/ MARK A. HESS
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(Date)
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Mark A.
Hess,
Chief Financial Officer, Treasurer
and Corporate Secretary
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