Form 8-K – Change in Directors or Principal Officers

June 1, 2016 | Investor Relations / Financials



Change in Directors or Principal Officers.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2016, the Board of Directors of Smith-Midland Corporation (the “Company”) increased the size of the Board from four to five members and appointed Richard Gerhardt as a director to fill the vacancy resulting from that increase. The initial term as director for Mr. Gerhardt will expire at the Company’s 2016 annual meeting of stockholders. Mr. Gerhardt is independent under the NASDAQ Marketplace Rules and the Company’s criteria for determining director independence. It is expected that Mr. Gerhardt will be appointed as a member of each of the Company’s Compensation Committee and Audit Committee.

Mr. Gerhardt currently is Chief Operating Officer of Old Dominion Spirits Corporation in Warrenton, VA, and is serving his first term as a Fauquier County, VA Supervisor for the Cedar Run Magisterial District. Mr. Gerhardt presently serves on the boards of Path Foundation (formally Fauquier Health Foundation), Virginia Gold Cup Association and Fauquier Free Clinic. From 2003 to 2014, Mr. Gerhardt served in an escalating succession of positions for three global shipping and logistic companies: DHL Global Mail, ESI Global Logistic and MSI Worldwide. His eight years as President, Chief Operating Officer and a shareholder of MSI Worldwide culminated in its acquisition by Belgian Post.

There are no arrangements or understandings between Mr. Gerhardt and any other person pursuant to which Mr. Gerhardt was elected to serve as a director, nor are there related party transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Smith-Midland Corporation
William A. Kenter, 540-439-3266