Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2008, Ready Mix, Inc. (the "Company") announced that Robert R.
Morris, the Company's President and a member of its board of directors, resigned
effective immediately. To facilitate the management transition, Mr. Morris will
remain with the Company as an employee until his retirement on September 13,
2008. Mr. Morris helped form and joined the Company, as President, in June 1996.
Mr. Morris became a director in April 2005.
Upon acceptance of Mr. Morris' resignation by the Company's board of
directors, the board appointed Robert A. De Ruiter, age 48, as the Company's
President and a member of the board of directors to fill the vacancy created by
Mr. Morris' departure. Mr. De Ruiter previously served as the Company's Vice
President.
Mr. De Ruiter agreed to an increase in his annual base salary to $165,000,
which may be adjusted, from time to time, by the Company's compensation
committee and subject to the approval of the board of directors. In addition, in
connection with his appointment to the board of directors, Mr. De Ruiter and the
Company entered into an Indemnification Agreement whereby the Company agreed to
indemnify and hold harmless Mr. De Ruiter, to the fullest extent permitted by
applicable law, from and against certain liabilities for actions taken by him
during the performance of his duties for the Corporation. A copy of the
Indemnification Agreement has been filed herewith as Exhibit 10.01.
Robert A. De Ruiter has been the General Manager of the Company's
metropolitan Phoenix, Arizona ready-mix concrete business since it was organized
in 2000. In January 2005, Mr. De Ruiter was named Vice President. From 1998 to
2000, he was the Regional Manager for Mineral Resources Technologies, Phoenix,
Arizona, where he was responsible for operation, sales and marketing of mineral
resources fly ash products in Arizona, New Mexico, Texas and California. From
1995 to 1998, Mr. De Ruiter was a Technical Sales Representative for Grace
Construction Products, Las Vegas, Nevada, and he sold concrete admixtures to
concrete producers, contractors, architects and engineers. From 1990 to 1995, he
was a sales representative for Sunward Materials, Phoenix, Arizona, where he
sold concrete and aggregate to contractors, architects and engineers.
There are no transactions, since the beginning of the Company's last fiscal
year, or any currently proposed transaction, in which the Company was or is to
be a participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of the Company's total assets at year-end for the last
three completed fiscal years, and in which Mr. De Ruiter had or will have a
direct or indirect material interest.
Item 8.01 Other Events.
On August 4, 2008, the Company announced that it would relocate its corporate
headquarters to Phoenix, Arizona. The Company also announced that no change in
personnel would result from the change in the Company's headquarters.
On August 5, 2008, the Company issued a press release announcing the
departure of Mr. Morris and the appointment of Mr. De Ruiter as the Company's
President and a member of the board of directors. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report.
The information contained in the press release shall not be deemed "filed"
for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is attached hereto and furnished herewith:
Exhibit
Number Exhibit Description
10.01 Indemnification Agreement dated August 5, 2008 between Ready Mix, Inc.
and Robert A. De Ruiter
99.01 Press Release of Ready Mix, Inc., dated August 5, 2008
|