ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On July 27, 2011, the Board of Directors (the “Board”) of Bel Fuse Inc. (the “Company”), upon the recommendation of the Nominating Committee of the Board, elected Mark B. Segall, 49, to serve as a director of the Company. Mr. Segall’s election to the Board is effective July 27, 2011. Mr. Segall was appointed to the class of directors whose terms expire at the 2012 annual meeting of shareholders. Accordingly, it is anticipated that Mr. Segall will stand for election for a three year term at the 2012 annual meeting. Mr. Segall has not been appointed to any board committees, and there are no current plans for him to serve on any of such committees. There is no arrangement or understanding between Mr. Segall and any other person pursuant to which Mr. Segall was selected as a director of the Company. Mr. Segall does not have any direct or indirect material interest in any existing or proposed transaction to which the Company is or may become a party. Mr. Segall fills a newly created vacancy on the Board and completes the size of the Board at eight members.
Mr. Segall is the Senior Managing Director of Kidron Corporate Advisors LLC, a New York based mergers and acquisitions corporate advisory boutique serving emerging growth companies primarily in the technology, media and financial services sectors, which he founded in 2003. He is also the CEO of Kidron Capital Advisors LLC, a registered broker dealer. Prior to founding Kidron, Mr. Segall was the Co-Chief Executive Officer at Investec, Inc., the United States investment banking operation of the Investec Group, a South African based specialist bank. He also served as head of investment banking and general counsel at Investec Inc. Previously, he was a partner at the law firm of Kramer, Levin, Naftalis & Frankel LLP, where he specialized in cross-border mergers and acquisitions and capital markets activities.
Mr. Segall has been a director of various public company boards including Integrated Asset Management plc, since 2000, Ronson Europe N.V., since 2008, where he was recently appointed Chairman, and Temco Service Industries, Inc. since February 2011. He also served as a director and was chairman of the finance committee of Answers Corporation, and as a director of the Spectrum Group, Cogo Group Inc. and Siliconix Inc.
Mr. Segall received an AB in History from Columbia University and a JD from New York University Law School.
On August 1, 2011, the Company issued a press release announcing Mr. Segall’s appointment to the Board. A copy of the press release is included with this Form 8-K as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
As described in Item 5.02 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:
99.1 Press Release of Bel Fuse Inc. dated August 1, 2011.