Form 8-K - Current report

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): November 1, 2023

Core Molding Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-12505

31-1481870

(State or other jurisdiction

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

800 Manor Park Drive, Columbus, Ohio

43228-0183

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number, including area code: (614) 870-5000

(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 Stock, par value $0.01	CMT	NYSE American LLC
Preferred Stock purchase rights, par value $0.01	N/A	NYSE American 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 5.02						Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1, 2023, Salvador Minarro-Villalobos was appointed as an independent member of the Board of Directors of Core Molding Technologies, Inc. (the “Company”). Mr. Minarro-Villalobos has been appointed to the Compensation Committee.

There is no arrangement or understanding between Mr. Minarro-Villalobos and any other persons pursuant to which Mr. Minarro-Villalobos was selected as a director, and there are no related party transactions involving Mr. Minarro-Villalobos that are reportable under Item 404(a) of Regulation S-K. Mr. Minarro-Villalobos compensation for service as a non-employee director will be consistent with that of the Company’s other non- employee directors.



Item 9.01						Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						News release announcing appointment of Salvador Minarro-Villalobos to the Company's Board of Directors.

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.

CORE MOLDING TECHNOLOGIES, INC.

Date: November 2, 2023

By:

/s/ John P. Zimmer

Name:

John P. Zimmer

Title:

Executive Vice President, Treasurer, Secretary and Chief Financial Officer

FOR IMMEDIATE RELEASE

Core Molding Technologies Appoints New Board Member

COLUMBUS, Ohio – November 2, 2023 – Core Molding Technologies, Inc. (NYSE American: CMT) announced today that Salvador Miñarro has been appointed to its Board of Directors. Mr. Miñarro is the Chief Executive Officer of Darnel Group, a global leader in the production of high-quality, food-grade sustainable packaging solutions and a pioneer in post-consumer recycled material. Prior to the Darnel Group Mr. Miñarro was the President and Chief Executive Officer of Vitro Automotive and also held executive positions in operations, sales and finance at Libbey, Inc. Mr. Miñarro has an executive MBA from Instituto Panamericano de Alta Dirección de Empresas, Master’s degree in Finance from University of Southern California, and a Bachelor’s degree in Industrial Engineer from Inst. Tecnológico y de Estudios Superiores de Monterrey.

“We are pleased to have Sal join the Board and look forward to his contributions to the Company. Sal’s extensive experience and background in the manufacturing space as well as his experience operating in Canada and Mexico is invaluable and will be instrumental to the Company achieving its strategic growth goals,” said Thomas Cellitti, Chairman of the Board of Core Molding Technologies, Inc.

“Sal’s manufacturing knowledge and corporate leadership skills will be a great complement to the diverse talents of our current Board members. We are excited to have Sal as part of the Core team,” Cellitti continued.

About Core Molding Technologies, Inc.

Core Molding Technologies is a leading engineered materials company specializing in molded structural products, principally in building products, utilities, transportation and powersports industries across North America. The Company operates in one operating segment as a molder of thermoplastic and thermoset structural products. The Company’s operating segment consists of one reporting unit, Core Molding Technologies. The Company offers customers a wide range of manufacturing processes to fit various program volume and investment requirements. These thermoset processes include compression molding of sheet molding compound (“SMC”), resin transfer molding (“RTM”), liquid molding of dicyclopentadiene (“DCPD”), spray-up and hand-lay-up. The thermoplastic processes include direct long-fiber thermoplastics (“DLFT”) and structural foam and structural web injection molding. Core Molding Technologies serves a wide variety of markets, including the medium and heavy-duty truck, marine, automotive, agriculture, construction, and other commercial products. The demand for Core Molding Technologies’ products is affected by economic conditions in the United States, Mexico, and Canada. Core Molding Technologies’ operations may change proportionately more than revenues from operations.

Cover Page	Nov. 01, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 01, 2023
Entity Registrant Name	Core Molding Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-12505
Entity Tax Identification Number	31-1481870
Entity Address, Address Line One	800 Manor Park Drive
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43228-0183
City Area Code	614
Local Phone Number	870-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	CMT
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0001026655
Amendment Flag	false