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2025-01-06
2025-01-06
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): January 6, 2025
PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32530
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36-3922969
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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24900 Pitkin Road, Suite 309, Spring, Texas 77386
(Address of principal executive offices, including zip code)
(847) 966-1000
(Registrant’s telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value per share
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PPIH
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The Nasdaq Stock Market LLC
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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Appointment of Ibrahim Jaham Al Kuwari
On January 6, 2025, the Board of Directors (the "Board") of Perma-Pipe International Holdings, Inc. (the "Company") appointed Ibrahim Jaham Al Kuwari to the Board, effective January 6, 2025. The Board also appointed Mr. Al Kuwari to the Audit, Compensation, and Nominating and Governance Committees, concurrently with the commencement of his appointment to the Board.
Mr. Al Kuwari, 63, has extensive business leadership, engineering, planning, and project management expertise, serving as Chief Executive Officer ("CEO") of Qatar Solar Technologies from 2018-2024, a manufacturer of polysilicon for the production of solar cells and modules. From 2014-2017, Mr. Al Kuwari served as CEO of Qatar Fuel, a distributor of refined petroleum products, and as Deputy General Manager of Dolphin Energy, Ltd, from 2005-2014, a supplier of natural gas in Qatar and throughout the U.A.E. He graduated from the University of Southern California in 1987 with a Bachelor of Science degree in Industrial and Systems Engineering.
In connection with the appointment of Mr. Al Kuwari as a director, he will receive compensation for his services that is consistent with the other independent directors as described under "Director Compensation" set forth in the Company's proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on July 2, 2024.
Departure of Jerome T. Walker and Cynthia Boiter
On January 6, 2025, Jerome T. Walker notified the Board that he would not stand for re-election as a director of the Company at the 2025 Annual Meeting of Stockholders. Additionally, on January 6, 2025, Cynthia Boiter notified the Board of her resignation as a member of the Board, effective May 1, 2025, for personal reasons. Neither of these decisions was the result of any disagreement with the Company.
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Item 7.01
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Regulation FD Disclosure.
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On January 6, 2025, the Company issued a press release announcing the events described in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are filed or furnished herewith:
Exhibit
Number
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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PERMA-PIPE INTERNATIONAL HOLDINGS, INC.
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Date: January 6, 2025
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By:
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/s/ Matthew E. Lewicki
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Matthew E. Lewicki
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Vice President and Chief Financial Officer
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Exhibit 99.1
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COMPANY:
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Perma-Pipe International Holdings, Inc.
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CONTACT:
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David Mansfield, President and CEO
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Perma-Pipe Investor Relations
(847) 929-1200
investor@permapipe.com
Perma-Pipe International Holdings, Inc. Announces the Appointment of Ibrahim Jaham Al Kuwari to its Board of Directors
Perma-Pipe Board member Cynthia Boiter resignation and Chairman Jerome T. Walker not standing for re-election
SPRING, TX, January 6, 2025 – Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH), today announced changes to its Board of Directors, including the appointment to the Board of Mr. Ibrahim Jaham Al Kuwari, effective January 6, 2025.
Concurrent with this announcement, Independent Director Cynthia Boiter has announced her resignation, effective May 1, 2025, and current Chairman of the Board, Jerome Walker, has announced he will not be standing for re-election at Perma-Pipe’s upcoming 2025 Annual Stockholders Meeting. They will both be transitioning their Board responsibilities over the coming months.
President and CEO, Mr. David Mansfield commented, “Ms. Boiter has been a valued Board member since 2019, providing significant insight and support to the Company, particularly in the areas of corporate governance and financial management.
"Mr. Walker has been a long-time member of our Board, joining in 2014 and assuming the Chairmanship in 2022. He has helped guide the Company and the Board through significant strategic repositioning and growth transformation into the strong global leader we are today, as evidenced by our recent earnings and stock performance.
"We thank both of them for their commitment, service, and contributions to our employees and stockholders, and wish them the very best.”
Mr. Mansfield continued, “We regularly evaluate our Board composition to ensure it includes the appropriate skills, experience, and perspectives necessary to drive growth for our stockholders. We also strive to keep the Board refreshed to maintain diversity of thought and contemporary insights consistent with industry best practices. The addition of Mr. Al Kuwari as an Independent Director will bring new and extensive Middle East Gulf Region expertise and perspective to the Board, which is critical given the rapid growth and significant potential the region provides to the Company. We are extremely pleased to have him join our Board."
Mr. Al Kuwari, a Qatari national, has extensive business leadership, engineering, planning and project management expertise, serving as CEO of Qatar Solar Technologies from 2018-2024, CEO of Qatar Fuel from 2014-2017, and as Deputy General Manager of Dolphin Energy, Ltd, from 2005-2014. He graduated from the University of Southern California in 1987 with a Bachelor of Science degree in Industrial and Systems Engineering.
Perma-Pipe International Holdings, Inc.
Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH, “Perma-Pipe”, or the “Company”) is a global leader in pre-insulated piping and leak detection systems for oil and gas, district heating and cooling, and other applications. It uses its extensive engineering and fabrication expertise to develop piping solutions that solve complex challenges regarding the safe and efficient transportation of many types of liquids. In total, Perma-Pipe has operations at fifteen locations in six countries.
Forward-Looking Statements
Certain statements and other information contained in this press release that can be identified by the use of forward-looking terminology constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby, including, without limitation, statements regarding the expected future performance and operations of the Company. These statements should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. Such risks and uncertainties include, but are not limited to, the following: (i) fluctuations in the price of oil and natural gas and its impact on customer order volume for the Company's products; (ii) the Company’s ability to purchase raw materials at favorable prices and to maintain beneficial relationships with its suppliers; (iii) decreases in government spending on projects using the Company’s products, and challenges to the Company’s non-government customers’ liquidity and access to capital funds; (iv) the Company’s ability to repay its debt and renew expiring international credit facilities; (v) the Company’s ability to effectively execute its strategic plan and achieve sustained profitability and positive cash flows; (vi) the Company's ability to collect a long-term account receivable related to a project in the Middle East; (vii) the Company’s ability to interpret changes in tax regulations and legislation; (viii) the Company's ability to use its net operating loss carryforwards; (ix) reversals of previously recorded revenue and profits resulting from inaccurate estimates made in connection with the Company’s "over-time" revenue recognition; (x) the Company’s failure to establish and maintain effective internal control over financial reporting; (xi) the timing of order receipt, execution, delivery and acceptance for the Company’s products; (xii) the Company’s ability to successfully negotiate progress-billing arrangements for its large contracts; (xiii) aggressive pricing by existing competitors and the entrance of new competitors in the markets in which the Company operates; (xiv) the Company’s ability to manufacture products free of latent defects and to recover from suppliers who may provide defective materials to the Company; (xv) reductions or cancellations of orders included in the Company’s backlog; (xvi) risks and uncertainties specific to the Company's international business operations; (xvii) the Company’s ability to attract and retain senior management and key personnel; (xviii) the Company’s ability to achieve the expected benefits of its growth initiatives; (xix) the impact of pandemics and other public health crises on the Company and its operations; and (xx) the impact of cybersecurity threats on the Company’s information technology systems. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, which are available at https://www.sec.gov and under the Investor Center section of our website (http://investors.permapipe.com).
Perma-Pipe International Holdings, Inc.
David Mansfield, President and CEO
Perma-Pipe Investor Relations
investor@permapipe.com
847.929.1200
Source: Perma-Pipe International Holdings, Inc.
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