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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): December 5,
2018
SMITH-MIDLAND CORPORATION
(Exact name of Registrant as specified in its
charter)
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Delaware
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1-13752
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54-1727060
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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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P.O. Box 300, 5119 Catlett Road
Midland, Virginia 22728
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (504)
439-3266
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):
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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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Indicate
by check mark whether the registrant is an emerging growth company
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 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
December 5, 2018, G. E. (Nick) Borst retired from the Board of
Directors of Smith-Midland Corporation (the “Company”)
and Mr. James Russell Bruner was appointed as a director to fill
the vacancy resulting from Mr. Borst’s retirement. The
initial term as director for Mr. Bruner will expire at the
Company’s 2019 annual meeting of stockholders. Mr. Bruner is
independent under the NASDAQ Marketplace Rules and the
Company’s criteria for determining director independence. On
the same date, Mr. Bruner was appointed as a member of each of the
Company’s Compensation Committee and Audit Committee,
replacing Mr. Borst.
Mr.
Bruner has served as Chairman of Maersk Line, Limited
(“Maersk Line”) since November 2016 and was President
and Chief Executive Officer of Maersk Line from January 2014 to
November 2017. Maersk Line owns and operates a fleet of container
and tanker ships that are under the flag of the United States.
These ships support military, government and humanitarian missions
through the transportation of United States government cargo on an
international basis. Through its subsidiaries, Maersk Line owns
and/or operates ships designed to carry wheeled cargo and a fleet
of tankers and maritime support vessels. Maersk Line operates as a
subsidiary of A.P. Moller-Maersk A/S, an integrated transport and
logistics company headquartered in Copenhagen,
Denmark.
There
are no arrangements or understandings between Mr. Bruner and any
other person pursuant to which Mr. Bruner was elected to serve as a
director, nor are there related party transactions requiring
disclosure pursuant to Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934, as amended.
Item 9.01
Financial Statements and
Exhibits
(d)
Exhibits
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Exhibit
No
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Exhibit
Description
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99.1
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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.
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SMITH-MIDLAND
CORPORATION
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Dated:
December 10, 2018
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By: /s/
Adam J. Krick
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Adam J.
Krick
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Chief
Financial Officer
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