0001026655false11/11/2024800 Manor Park DriveColumbusOhio00010266552024-03-112024-03-11

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 11, 2024
 

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CMTNYSE American LLC
Preferred Stock purchase rights, par value $0.01N/ANYSE 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.

Planned CFO Transition

On November 12, 2024, Core Molding Technologies, Inc. (the “Company”) announced the planned transition and departure of John P. Zimmer as the Company’s Executive Vice President, Secretary, Treasurer and Chief Financial Officer, which departure will be effective as of May 31, 2025 (the “Effective Date”). The timing of Mr. Zimmer’s departure will provide the Company with an orderly transition of his leadership role. Mr. Zimmer’s departure is pursuant to the Company’s long-term management succession plan and Mr. Zimmer will receive separation payments in accordance with the terms of Mr. Zimmer’s Amended and Restated Executive Employment Agreement dated August 5, 2021. Mr. Zimmer has agreed to be reasonably available for and to provide transition services on an as-needed basis to the Company after the Effective Date to reduce any transition risk. Mr. Zimmer’s departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, practices or otherwise.

In accordance with the Company’s long-term succession planning, on November 11, 2024, the Company’s Board of Directors (the “Board”) appointed Alex J. Panda as the Company’s Executive Vice President, Secretary, Treasurer and Chief Financial Officer, effective as of June 1, 2025, following Mr. Zimmer’s retirement.

Mr. Panda, age 36, joined the Company in October 2014 and has served in several key leadership positions within the Company’s Accounting and Finance Department. Since April 2022 he has served as the Company’s Vice President, Corporate Controller. Prior to April 2022 Mr. Panda served in various roles with the Company, including as Corporate Controller (April 2020 – April 2022), Operations Controller (October 2019 – April 2020), Assistant Corporate Controller (January 2018 – October 2019), and Financial Reporting Manager (October 2014 – January 2018). Prior to joining the Company, Mr. Panda worked as an assurance professional at KPMG LLP, where he served large public manufacturing clients. He holds a bachelor’s degree in business administration from Ohio State University and is a Certified Public Accountant (inactive) in Illinois.

The Company is not aware of any family relationships among Mr. Panda or any arrangements or understandings pursuant to which those persons have been, or are to be, selected as a director or executive officer of the Company, other than arrangements or understandings with directors or executive officers acting solely in his capacity as executive officer. There are no related party transactions between the Company and Mr. Panda reportable under Item 404(a) of Regulation S-K.


Item 7.01 Regulation FD Disclosure.

On November 12, 2024, the Company issued a press release announcing the retirement of Mr. Zimmer and the appointment of Mr. Panda, as described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.



Item 9.01 Financial Statements and Exhibits.


(d) Exhibits

Exhibit NumberDescription
104Cover 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.

CORE MOLDING TECHNOLOGIES, INC.
Date: November 12, 2024By:
/s/ David Duvall
Name:David Duvall
Title:Chief Executive Officer








Core Molding Technologies Announces Leadership Succession Plans for Next Chapter of Growth
John Zimmer, Chief Financial Officer, to Exit May 31, 2025

COLUMBUS, Ohio, November 12, 2024—Core Molding Technologies, Inc. (NYSE American: CMT) (“Core Molding,” “Core” or the “Company”) announces today the planned transition and departure of John Zimmer, Chief Financial Officer, effective May 31, 2025. Mr. Zimmer’s CFO role will transition to Alex J. Panda, effective June 1, 2025. The timing of Mr. Zimmer’s departure will provide the Company with an orderly transition of leadership. Mr. Zimmer will continue to serve in an advisory capacity to ensure a smooth transition and to continue to evaluate potential acquisitions for the Company.

“Management, with Board oversight, maintains a robust leadership development and succession program that continually tracks and monitors Core’s executive talent development and bench strength as part of its long-term succession plans,” said David Duvall, President and Chief Executive Officer. “We are confident about this transition and know that Alex is an excellent fit for this leadership role. Over his 10-year tenure at Core, Alex has developed a deep understanding of our business and our financials. In addition, Alex and John have worked closely for three years, and Alex successfully completed Core’s multi-year executive developmental program. We value and invest in people, which are directly captured in our talent and succession planning programs – and we know that culture is a competitive advantage in our business.

“John has been instrumental in the Company’s transformational turnaround. He has been a true business partner through our critical strategic initiatives since I joined Core six years ago. During John’s 11 years with the Company, he has provided strong financial leadership, mentorship, and stability as we repositioned the business and navigated many challenges. I appreciate John’s careful management of the Company’s balance sheet and his oversight of the capital allocation strategy. The Board and I are deeply grateful for John’s hard work and dedication to the Company,” concluded Duvall.

Mr. Alex J. Panda joined the Company on October 1, 2014, as Financial Reporting Manager and has since held several key leadership positions within the Accounting and Finance department, including Vice President, Corporate Controller and Operations Controller. Alex played a pivotal role in the Company’s successful turnaround in 2019 and 2020, contributing significantly to operational performance analysis and the refinancing of the Company’s credit facilities. During Alex’s tenure with Core, he helped complete two acquisitions, working through integrations, and ensuring smooth transitions. He also oversaw the development and implementation of the Company’s international tax strategy and compliance. Before joining the Company, Alex worked as an assurance professional at KPMG LLP, where he served large public manufacturing clients, including Motorola Solutions, Inc. and Commercial Vehicle Group, Inc. He holds a bachelor’s degree in business administration from Ohio State University and is a Certified Public Accountant (inactive) in Illinois.






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. For more information, please refer to the Company’s website at coremt.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws that are subject to risks and uncertainties. These statements often include words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”, “project”, “continue”, “likely”, and similar expressions. In particular, this press release may contain forward-looking statements about the Company’s expectations for future periods with respect to its plans to improve financial results and the future of the Company’s end markets. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: general macroeconomic, social, regulatory and political conditions, including uncertainties surrounding volatility in financial markets; the short-term and long-term impact of the coronavirus (COVID-19) pandemic, or other pandemics in the future, on our business; changes in the plastics, transportation, marine and commercial product industries; efforts of the Company to expand its customer base and develop new products to diversify markets, materials and processes and increase operational enhancements; the Company’s initiatives to quote and execute manufacturing processes for new business, acquire raw materials, address inflationary pressures, regulatory matters and labor relations; and the Company’s financial position or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including those included in the Company’s filings with the SEC. There can be no assurance that statements made in this press release relating to future events will be achieved. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.









Company Contact:
Core Molding Technologies, Inc.
John Zimmer
Executive Vice President & Chief Financial Officer
jzimmer@coremt.com

Investor Relations Contact:
Three Part Advisors, LLC
Sandy Martin or Steven Hooser
214-616-2207


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Cover Page
Mar. 11, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 11, 2024
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
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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
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