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Section 1: 8-K (8-K)

esnd-8k_20160712.htm

 

 

 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 12, 2016

 

ESSENDANT INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-10653

 

36-3141189

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

One Parkway North Blvd.

Suite 100

Deerfield, Illinois

 

60015-2559

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (847) 627-7000

 

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 (see General Instruction A.2. below):

 

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))

 

 

 

 

 

 

 


 


 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of   Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 12, 2016, the Registrant’s Board of Directors appointed Dennis J. Martin to the Board and appointed Mr. Martin as a member of the Audit Committee and Human Resources Committee of the Board.  Mr. Martin will serve as a Class I director.

 

Mr. Martin’s compensation is as described in the Director Compensation section of the Registrant’s proxy statement for Registrant’s 2016 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 13, 2016.  

 

A press release announcing the election of Mr. Martin to the Board of Directors of the Registrant is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

The following exhibit is filed herewith:

 

 

 

 

Exhibit No.

  

Description

 

 

99.1

 

Press Release, dated July 14, 2016, announcing the election of Dennis J. Martin, Jr. to the Board of Directors of the Registrant.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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, thereunto duly authorized.  

 

 

ESSENDANT INC.

Date:  July 14, 2016

 

/s/Eric A. Blanchard

 

Senior Vice President, General Counsel and Secretary

 

 


 

 


 

 

ESSENDANT INC.

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

DATED JULY 14, 2016

 

 

 

 

 

Exhibit No.

  

Description

Method of Filing

 

 

 

99.1

 

Press Release, dated July 14, 2016, announcing the election of Dennis J. Martin to the Board of Directors of the Registrant.

Filed Herewith

 

 

 

 

 

 

 

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Section 2: EX-99.1 (EX-99.1)

esnd-ex991_6.htm

Exhibit 99.1

 

 

 

For Investor Inquiries:

Kaveh Bakhtiari

investorrelations@essendant.com

847.627.2900

 

ESSENDANT ELECTS DENNIS J. MARTIN TO ITS BOARD OF DIRECTORS

DEERFIELD, Ill., July 14, 2016 – Essendant Inc. (NASDAQ: ESND), a leading wholesale distributor of business products, announced today that Dennis J. Martin joined its board of directors on July 13, 2016 and will serve on the audit and human resources committees. His election to the board brings the total number of members to ten, nine of whom are independent directors.

 

Mr. Martin (66) has been the executive chairman of Federal Signal Corp. since January 1, 2016. He has served on the board of Federal Signal since 2008. He serves on Federal Signal’s compensation, nominating and governance, and audit committees. Mr. Martin served as chief executive officer and president of Federal Signal from October 30, 2010 until December 31, 2015. He served as the chairman and chief executive officer and President of General Binding Corporation from 2001 to 2005.

 

Mr. Martin served on the board of directors of HNI Corporation, an office furniture business, from August 2000 through May 2016. He served as the chair of HNI’s compensation and human resources committee and as a member of HNI’s audit and governance committees.  

 

Mr. Martin holds bachelor and honorary doctorate degrees from the University of New Haven.

 

“We are extremely pleased to have an individual as well qualified as Dennis on our board,” said Charles K. Crovitz, chairman of Essendant’s board of directors. “His extensive experience as a CEO and board member of public companies in similar industries, as well as his deep expertise in simplification strategies, make Dennis a strong addition to our board.”

 

About Essendant

Essendant Inc. is a leading supplier of workplace essentials, with 2015 net sales of $5.4 billion. The company stocks a broad assortment of over 180,000 items, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, industrial supplies, and automotive aftermarket tools. The Company’s network of 71 distribution centers enables the Company to ship most products overnight to more than ninety percent of the U.S. For more information, visit www.essendant.com.    

 

Essendant’s common stock trades on the NASDAQ Global Select Market under the symbol ESND.

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