Board changes at Preformed Line Products (NASDAQ: PLPC) after director death

Rhea-AI Filing Summary

Preformed Line Products Company reported the unexpected passing of long-tenured director Michael E. Gibbons on September 14, 2025. He had served on the Board since 2008, chaired the Audit Committee, and was a member of the Compensation Committee, and is recognized for his business acumen, integrity, and leadership.

Following the vacancy, the Board reduced its size to eight directors. The Board appointed Matthew D. Frymier, currently a director and Audit Committee member, as the new Chairman of the Audit Committee. It also appointed R. Steven Kestner, a director and member of the Compensation Committee, to serve as a member and Chairman of the Compensation Committee, replacing Mr. Frymier in that role.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false000008003500000800352025-09-292025-09-29

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): September 29, 2025

_________________________________________________________

Preformed Line Products Company

(Exact name of Registrant as Specified in Its Charter)

_________________________________________________________

Ohio			0-31164			34-0676895
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
660 Beta Drive
Mayfield Village, Ohio						44143
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: 440 461-5200

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________________________

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:

			☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

PLPC

The Nasdaq Global Market

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The Board of Directors (the “Board”) of Preformed Line Products Company (the “Company”) announces with great sadness that Michael E. Gibbons, a long-tenured director of the Company, passed away unexpectedly on September 14, 2025. Mr. Gibbons had been a director since 2008 and served as the Chairman of the Audit Committee and a member of the Compensation Committee. He was a valued and dedicated member of the Board and will be remembered for the business acumen, integrity and leadership he brought to the Board and the Company. In addition to his significant contributions to the Board and the Company over the last 17 years, Mr. Gibbons had a long and distinguished career at Brown Gibbons Lang & Company, an investment bank and financial advisory firm he founded in 1989, and was an influential figure in Northeast Ohio, involved in numerous philanthropic and charitable organizations. We are profoundly grateful for his years of guidance, insight, and dedication to the Company. He will be greatly missed, and the Company extends its deepest condolences to his family, friends and colleagues.

Due to the vacancy created by Mr. Gibbons’ passing, the Board reduced the size of the Board to be eight directors. The Board also appointed Matthew D. Frymier, a current member of the Board and the Audit Committee, to serve as Chairman of the Audit Committee and R. Steven Kestner, a current member of the Board and Compensation Committee, to serve as a member and as Chairman of the Compensation Committee, replacing Mr. Frymier as Chairman of such committee.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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.

									PREFORMED LINE PRODUCTS COMPANY
Date:			September 29, 2025			By:			/s/ Caroline S. Vaccariello
									Caroline S. Vaccariello, General Counsel & Corporate Secretary

FAQ

What did Preformed Line Products (PLPC) disclose in this 8-K?

The company disclosed the passing of director Michael E. Gibbons, the resulting reduction of the Board to eight directors, and new appointments to chair the Audit and Compensation Committees.

Who was Michael E. Gibbons at Preformed Line Products (PLPC)?

Michael E. Gibbons was a long-tenured director of Preformed Line Products Company since 2008, serving as Chairman of the Audit Committee and a member of the Compensation Committee until his passing on September 14, 2025.

How did PLPC change its Board size after the director’s passing?

Following the vacancy created by Michael E. Gibbons’ passing, the Board of Preformed Line Products Company reduced its size to eight directors.

Who is now Chairman of the Audit Committee at PLPC?

Matthew D. Frymier, a current Board member and former Audit Committee member, was appointed as the new Chairman of the Audit Committee at Preformed Line Products Company.

Who now leads the Compensation Committee at PLPC?

R. Steven Kestner, a current director and member of the Compensation Committee, was appointed to serve as a member and as Chairman of the Compensation Committee, replacing Matthew D. Frymier as Chairman.

Does this PLPC 8-K focus on governance changes or financial results?

The 8-K centers on Board and committee changes, noting the death of director Michael E. Gibbons, the reduction of the Board to eight members, and new chair appointments for the Audit and Compensation Committees.