Welcome to our dedicated page for Astronova SEC filings (Ticker: ALOT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
AstroNova, Inc. filings document an operating company with common stock listed on the Nasdaq Global Market under ALOT. Recent reports include 8-K disclosures for quarterly and annual operating results, amendments to its credit agreement, compensation award terms and other material events tied to its Product Identification and Aerospace businesses.
Proxy and shareholder-meeting filings describe board elections, director nominations, executive compensation votes, auditor ratification and governance matters. The filing record also covers capital structure details such as common stock par value, financial obligations under lending arrangements, exhibit disclosures attached to earnings releases and credit agreement amendments, and formal records related to shareholder proposals and annual meeting procedures.
AstroNova (ALOT) filed an Item 5.02 Form 8-K announcing a leadership transition. On 31 Jul 2025 the Board promoted Senior VP Product Identification Jorik Ittmann (47) to President & CEO and director, effective 15 Aug 2025. Interim CEO Darius G. Nevin becomes Executive Chairman.
Key employment terms for Mr. Ittmann
- Base salary $360k.
- Target bonus 70 % of FY-26 salary linked to Revenue 25 %, Adj. Operating CF 25 %, Adj. EBITDA 50 %.
- Performance stock award: reference value $115,753.
- Time-based RSU grant worth $1.5 m; cliff vest 15 Aug 2028 with pro-rata or Triggering-Transaction acceleration.
- Up to 52-week salary continuation if terminated without cause before Aug-2028; none on change-in-control with shareholder payout.
Compensation adjustments for other executives (effective 15 Aug 2025)
- CFO Thomas DeByle salary $425k; Tom Carll & Michael Natalizia $280k each.
- Target bonuses: 70 %, 45 %, 45 % of salary, respectively.
- Performance awards of $82,185; $11,112; $12,964 and RSUs of $1.0 m; $0.5 m; $0.25 m, mirroring CEO terms.
No financial results were disclosed.
AstroNova (ALOT) Form 8-K – CEO Separation Agreement
AstroNova filed a Current Report to document the final terms governing the departure of former President & Chief Executive Officer Gregory A. Woods, whose resignation was previously announced on 29 Jun 2025. Mr. Woods’ employment and board service ended on 16 Jul 2025 under a Separation Agreement (Ex. 10.1).
- Severance: 50 % of current base salary and vehicle allowance for 52 weeks, paid bi-weekly.
- Equity: All unvested RSUs continue to vest for 12 months; listed stock options remain exercisable until the earlier of their 10-year grant anniversary or 16 Jul 2026.
- Benefits: Company subsidises 100 % of COBRA premiums for up to 12 months and reimburses Medicare premiums within a combined cap of $2,021.89 per month.
- Additional payments: Accrued PTO and pre-29 Jun 2025 business expenses paid on the next regular pay date.
- Obligations: Up to 20 hours per week transition assistance for one year and continued cooperation in MTEX New Solution S.A. acquisition proceedings.
No successor appointment, financial metrics or revised guidance were disclosed in this filing.
AstroNova, Inc. (NASDAQ: ALOT) faces significant governance change pressure following a dissident Schedule 14A filing from Samir Patel’s Askeladden Capital. Independent proxy adviser Glass Lewis recommends shareholders vote for all five Askeladden director nominees, citing poor oversight of the 2023 MTEX acquisition and resulting value destruction. Glass Lewis views Askeladden’s turnaround plan as “detailed, coherent, and realistic.”
The filing also highlights the abrupt resignation of long-time CEO Greg Woods; shares rallied roughly 25 % intraday after the news, suggesting market approval of leadership change. Director Darius Nevin becomes interim CEO while a formal search commences.
Askeladden signals willingness to end the proxy contest through a negotiated settlement and plans to deliver a proposal to the Board by 1 July 2025. The group argues fresh independent directors are now endorsed by both ISS and Glass Lewis and are essential to guide the CEO search and improve operations.
- Glass Lewis: replace all directors involved in MTEX purchase.
- Dissident slate offers M&A, integration and turnaround expertise.
- Shareholder meeting postponed again, increasing contest costs.
The filing encourages investors to review materials at Askeladden’s website and EDGAR, and reiterates that proxy cards should be cast on the GOLD ballot in favor of the dissident nominees.
AstroNova, Inc. (NASDAQ: ALOT) filed a Form 8-K disclosing an immediate leadership change. On 29 June 2025, Gregory A. Woods resigned as President, Chief Executive Officer and director. The Board appointed director Darius G. Nevin, 67, as Interim President and CEO effective the same day. Nevin, who joined the Board in March 2025, brings over 30 years of public-company finance experience, including nine years as CFO of Protection One, where he executed a successful turnaround and sale. He also serves on the boards of Alarm.com and Psychemedics and previously sat on WCI Communities’ board.
Upon assuming the interim role, Nevin stepped down from the Audit and Human Capital & Compensation Committees. The company issued a press release (Exhibit 99.1) announcing the transition. In addition, the Board postponed the 2025 Annual Meeting of Shareholders, previously set for 9 July 2025; a new date and record date will be announced later. No other financial data or transactions were reported.
Leading proxy advisor ISS supports change in AstroNova's Board, recommending shareholders vote on the GOLD proxy card submitted by Askeladden Capital Management. ISS endorses nominees Samir Patel (company's largest shareholder) and Jeff Sands while recommending WITHHOLD votes for incumbents Richard Warzala and Mitchell Quain.
Key concerns highlighted by ISS include:
- Significant value destruction with TSR declining over 50% in 12 months
- Failed MTEX acquisition resulting in $13.4M impairment charge on $18.6M purchase, with 70% of acquired products discontinued
- Board independence issues with 4 of 6 directors serving 7-14 years and having professional ties
- Persistent execution problems including two restructuring programs within two years
Askeladden urges shareholders to support their five nominees for board reform, emphasizing the need for improved oversight and independence. The annual meeting will determine the outcome of this proxy contest.
AstroNova (Nasdaq: ALOT) filed a DEFA14A on June 26, 2025, supplying additional proxy materials for the contested July 9 2025 annual meeting.
The Board says it sought a collaborative settlement with activist shareholder Samir Patel/Askeladden but claims Patel breached confidentiality, offered no settlement terms and lacks governance expertise. Holders of record on May 15 2025 are urged to vote the WHITE universal proxy card for AstroNova’s six director nominees.
Management defends its aerospace acquisition track record and “niche-oriented” Product Identification growth strategy while rejecting Patel’s criticism. No new financial data were disclosed; the filing notes "No fee required".
AstroNova (ALOT) is facing an escalating proxy battle. In a DFAN14A filing, activist investor Samir Patel of Askeladden Capital Management accuses the company’s board of breaching confidentiality and mischaracterizing private settlement talks. According to Patel, AstroNova’s proposal required Askeladden to sign a broad stand-still agreement while offering:
- No board seats
- The current CEO to remain despite one director stepping down
- Observer status at only one board meeting with no voting rights
AstroNova (ALOT) is facing an escalating proxy battle. In a DFAN14A filing, activist investor Samir Patel of Askeladden Capital Management accuses the company’s board of breaching confidentiality and mischaracterizing private settlement talks. According to Patel, AstroNova’s proposal required Askeladden to sign a broad stand-still agreement while offering:
- No board seats
- The current CEO to remain despite one director stepping down
- Observer status at only one board meeting with no voting rights