8-K: Current report filing
Published on February 18, 2025
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): February 18, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File No.) | (I.R.S. Employer | ||||||||||||
| of incorporation) | Identification No.) | |||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (513 ) 851-4900
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.0001 per share | HLMN | The Nasdaq Stock Market LLC | ||||||
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 2.02 Results of Operations and Financial Condition.
On February 18, 2025, Hillman Solutions Corp. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing the Company's selected summary financial results for its thirteen and fifty-two weeks ended December 28, 2024.
The information provided pursuant to Item 2.02, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2025, upon the recommendation of the Nominating and ESG Committee, the Board of Directors (the “Board”) of the Company increased the size of the Board to ten directors and appointed Jon Michael Adinolfi, Chief Executive Officer and President of the Company, to join the Board as a director effective as of February 13, 2025. Mr. Adinolfi will serve as a Class I director until the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal. As a non-independent director, Mr. Adinolfi is not eligible to serve on any committees of the Board, and will receive no additional compensation for his Board service other than his previously disclosed compensation for serving as the Company's Chief Executive Officer and President.
Mr. Adinolfi is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Adinolfi and any other persons pursuant to which he was selected as a director.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
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.
Hillman Solutions Corp. |
|||||||||||||||||
Date: |
February 18, 2025 |
By: | /s/ Robert O. Kraft | ||||||||||||||
| Name: | Robert O. Kraft | ||||||||||||||||
| Title: | Chief Financial Officer | ||||||||||||||||