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ulbi20230221_8k.htm
false 0000875657 0000875657 2023-02-21 2023-02-21
 
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
 
 
February 21, 2023
Date of Report (Date of Earliest Event Reported)
 
 
ULTRALIFE CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
000-20852
16-1387013
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
2000 Technology Parkway, Newark, New York 14513
(Address of principal executive offices) (Zip Code)
 
(315) 332-7100
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
     
Common Stock, $0.10 par value per share
ULBI
NASDAQ
(Title of each class)
(Trading Symbol)
(Name of each exchange on which registered)
 
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):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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; Appointments of Certain Officers; Compensatory Arrangement of Certain Officers
 
On February 21, 2023, the Board of Directors (the “Board”) of Ultralife Corporation (the “Company”) appointed Janie Goddard as an independent director of the Company effective as of February 21, 2023.
 
Most recently, Ms. Goddard has served as a Divisional Chief Executive for the Environmental & Analysis Sector at Halma plc. Before joining Halma, Ms. Goddard served as Divisional President of the Detection & Analysis Business Unit at Novanta, where she led a portfolio of solutions for medical device OEMs. Prior to Novanta, Ms. Goddard served in leadership roles at Welch Allyn (acquired by Hill-Rom), Covidien (acquired by Medtronic), and Johnson & Johnson. Ms. Goddard also serves on the board of directors of Methode Electronics, Inc., a public company (NYSE: MEI) that develops and manufactures custom solutions for the transportation (including electric vehicles), industrial and medical markets. She received a B.S. in Business Administration from Washington University in St. Louis and an M.B.A. from Harvard Business School
 
Ms. Goddard will receive the standard compensation payable to non-employee directors of the Company, which is described in the Company’s 2022 proxy statement filed with the U.S. Securities and Exchange Commission on May 31, 2022. Ms. Goddard will serve on the following committees of the Board: Audit & Finance Committee, Compensation & Management Committee, and Corporate Development & Governance Committee.
 
There is no arrangement or understanding between Ms. Goddard and any other person pursuant to which she was selected as a director. Ms. Goddard has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
Item 7.01 Regulation FD Disclosure
 
On February 22, 2023, the Company issued a press release announcing the appointment of Janie Goddard as an independent director of the Company. A copy of the press release is furnished as Exhibit 99.1 attached hereto.
 
Item 9.01 Financial Statements, Pro Forma Financials and Exhibits
 
(d) Exhibits.
 
Exhibit
Number
  
Exhibit Description
  
99.1
    
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date: February 22, 2023
  
ULTRALIFE CORPORATION
  
       
       
 
By:
/s/ Philip A. Fain
  
   
Philip A. Fain
  
   
Chief Financial Officer and Treasurer
  
       
       
 
 
 
ex_478848.htm

Exhibit 99.1

 

https://cdn.kscope.io/6cf4f2588058008af75e58ef6dc5c5a2-ex_478848img001.jpg

 

 

 

 

Ultralife Corporation Adds Janie Goddard to its Board of Directors

 

 

NEWARK, N.Y. February 22, 2023 – Ultralife Corporation (NASDAQ: ULBI) announced today the addition of Janie Goddard as Director of the Company.

 

Chairman Bradford Whitmore said, “We are pleased to welcome Janie to our Board of Directors and look forward to leveraging her extensive business career. Janie is an experienced, results-driven executive who brings a strong track record of P&L leadership within global companies and a background in commercial execution, strategic marketing, and product development. Her depth and breadth of experience in global medical device and industrial markets will add significant perspective in the support of Ultralife’s growth strategy.”

 

Most recently, Ms. Goddard has served as a Divisional Chief Executive for the Environmental & Analysis Sector at Halma plc. Before joining Halma, Ms. Goddard served as Divisional President of the Detection & Analysis Business Unit at Novanta, where she led a portfolio of solutions for medical device OEMs. Prior to Novanta, Ms. Goddard served in leadership roles at Welch Allyn (acquired by Hill-Rom), Covidien (acquired by Medtronic), and Johnson & Johnson. Ms. Goddard also serves on the board of directors of Methode Electronics, Inc., a public company (NYSE: MEI) that develops and manufactures custom solutions for the transportation (including electric vehicles), industrial and medical markets. She received a B.S. in Business Administration from Washington University in St. Louis and an M.B.A. from Harvard Business School.

 

About Ultralife Corporation

 

Ultralife Corporation serves its markets with products and services ranging from power solutions to communications and electronics systems. Through its engineering and collaborative approach to problem solving, Ultralife serves government, defense and commercial customers across the globe.

 

Headquartered in Newark, New York, the Company's business segments include: Battery & Energy Products and Communications Systems. Ultralife has operations in North America, Europe and Asia. For more information, visit http://www.ultralifecorporation.com.

 

Company Contact:

Ultralife Corporation

Philip A. Fain

(315) 210-6110

pfain@ulbi.com
 

Investor Relations Contact:

LHA

Jody Burfening

(212) 838-3777

jburfening@lhai.com