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) July 8, 2021
ENGlobal Corporation
(Exact
name of registrant as specified in its charter)
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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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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[ ]
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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:
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.
[ ]
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 8, 2021,
David W. Gent P.E., a member of the Board of Directors (the
“Board”) of ENGlobal
Corporation (the “Company”) since June
1994, Lead Independent Director since 2002, the Chairman of the
Nominating and Corporate Governance Committee of the Board and a
member of the Audit and Compensation Committees of the Board, and
David C. Roussel, a member of the Board since December 2001, the
Chairman of the Compensation Committee of the Board and a member of
the Audit and Nominating and Corporate Governance Committees of the
Board, notified the Board of their
intention to retire from service to the Board upon expiration of
their current term and to not stand for re-election to the Board
at the Company’s 2021 Annual Meeting of Shareholders
(the “2021 Annual
Meeting”). Messrs.
Gent’s and Roussel’s decisions not to stand for
re-election is not due to any disagreement with the Company on any
matter relating to the Company’s operations, policies or
practices.
Item 5.08 Shareholder Director Nominations.
The
information set forth under Item 8.01 regarding the deadline for
submitting proposals for director nominations is incorporated
herein by reference.
Item 8.01. Other Events.
On July
8, 2021, the Board established Thursday, August 26, 2021, as the
date of the 2021 Annual Meeting and Friday, July 9, 2021, as the
record date for determining shareholders entitled to notice of, and
to vote at, the 2021 Annual Meeting. Because the date of the 2021
Annual Meeting has been changed by more than 30 days from the
anniversary date of the Company’s 2020 Annual Meeting of
Shareholders, shareholders of the Company who wish to have a
proposal considered for inclusion in the Company’s proxy
materials for the 2021 Annual Meeting pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), must ensure that such proposal is received by
the Company’s Corporate Secretary at ENGlobal Corporation,
654 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060 on
or before the close of business on July 12, 2021, which the Company
has determined to be a reasonable time before it expects to begin
to print and send its proxy materials. Any such proposal must also
meet the requirements set forth in the rules and regulations of the
Securities and Exchange Commission in order to be eligible for
inclusion in the proxy materials for the 2021 Annual
Meeting.
In
addition, in accordance with the requirements contained in the
Company’s Second Amended and Restated Bylaws, shareholders
who wish to bring business before the 2021 Annual Meeting outside
of Rule 14a-8 of the Exchange Act or to nominate a person for
election as a director must ensure that written notice of such
proposal (including all of the information specified in the
Company’s Second Amended and Restated Bylaws) is received by
the Company’s Corporate Secretary at the address specified
above no later than the close of business on July 18, 2021. Any
such proposal must meet the requirements set forth in the
Company’s Second Amended and Restated Bylaws in order to be
brought before the 2021 Annual Meeting.
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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July 8, 2021
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/s/ DARREN W. SPRIGGS
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(Date)
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Darren W. Spriggs,
Chief Financial Officer, Treasurer
and Corporate Secretary
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