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SMTX > SEC Filings for SMTX > Form 8-K on 19-Oct-2012All Recent SEC Filings

Show all filings for SMTC CORP

Form 8-K for SMTC CORP


Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 18, 2012 the board of directors (the "Board") of SMTC Corporation (the "Company") appointed Mr. Larry Silber and Mr. Claude Germain as members of the Board, effective immediately. Mr. Silber was the Chief Operating Officer of Hayward Industries, Inc., a privately held leading global manufacturer of equipment for the residential and commercial swimming pool and spa market and industrial fluid-control markets. Mr. Germain is the Co-President and Co-Chief Executive Officer of the Company. The Board has not at this time determined which of the standing Committees of the Board of Directors Mr. Silber will be serving on.

In connection with the appointment of Mr. Germain to the Board, Mr. Germain and Alex Walker have agreed that, in the event that the Nominating and Governance Committee recommends that a qualified, independent candidate be either appointed or elected to the Board, one of Mr. Germain or Mr. Walker will resign from the Board to create a vacancy. In the event of Board decisions regarding the acquisition or possible acquisition of other businesses or substantial assets of other businesses, or in connection with change of control transactions, one of Mr. Germain or Mr. Walker will abstain from voting as a director on such matters. Each of Mr. Germain and Mr. Walker will abstain from voting as directors on any matter related to the retention, termination or compensation of the Company's Chief Executive Officer or Co-Chief Executive Officers.

A copy of the press release issued in connection with the appointments of Mr. Silber and Mr. Germain is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

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