Item 2.02 Results of Operations and Financial Condition

Today, May 9, 2023, the Registrant is issuing a press release (furnished as Exhibit 99.1 to this report) announcing its fiscal 2023 second quarter financial and operating results. See Item 7.01, Regulation FD Disclosure, below.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

Today, May 9, 2023, the Board of Directors announced in a press release (Exhibit 99.1) that on May 3, 2023 it had accepted the resignation of Victor L. Richey as a director of the Company, as Executive Chair of the Board, and as an employee of the Company, all effective June 30, 2023. Mr. Richey's resignation as a director was due to his retirement and was not due to any disagreement with the Company on any matter.

See also Item 8.01, Other Events, below.

Item 7.01 Regulation FD Disclosure

Today, May 9, 2023, the Registrant is issuing a press release (Exhibit 99.1) announcing its fiscal 2023 second quarter financial and operating results. The Registrant will conduct a related Webcast conference call today at 4:00 p.m. Central Time. The press release will be posted on the Registrant's web site located at http://www.escotechnologies.comand can be viewed through the "Investor News" page of the web site under the "Investor Center" tab, although the Registrant reserves the right to discontinue that availability at any time.




Item 8.01 Other Events

On May 3, 2023, the Board of Directors approved the following changes respecting the composition of the Company's Board of Directors, all of which will become effective upon Mr. Richey's resignation as a director and Executive Chair of the Company on June 30, 2023:





  1) The authorized size of the Board of Directors will be reduced from nine to
     eight members, and the size of Class I will be reduced from three to two
     directors.

  2) The resignation of James M. Stolze as Lead Director will become effective,
     and the position of Lead Director will be eliminated; but Mr. Stolze will
     remain on the Board as a director.

  3) Independent director Robert J. Phillippy will become Chair of the Board; the
     position of Chair of the Board will merit an additional annual cash retainer
     of $85,000, to be prorated for the remainder of calendar 2023 at 50% of the
     annual amount, or $42,500.

  4) Mr. Phillippy will move from the Audit and Finance Committee to the Human
     Resource and Compensation Committee, and independent director Janice L. Hess
     will replace Mr. Phillippy on the Audit and Finance Committee.

  5) Independent director Patrick M. Dewar will become Chair of the Audit and
     Finance Committee, with the additional annual cash retainer for such position
     to be prorated for the remainder of calendar 2023 at 50% of the annual
     amount, or $6,250.

  6) The membership of the Executive Committee of the Board will consist of Mr.
     Phillippy, as Chair of the Board, and Bryan H. Sayler, as Chief Executive
     Officer.

Item 9.01 Financial Statements and Exhibits





 (d) Exhibits



  Exhibit No.   Description of Exhibit
    99.1          Press Release dated May 9, 2023
  104           Cover Page Inline Interactive Data File




Other Matters

The information in this report furnished pursuant to Item 2.02 and Item 7.01, 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 ("Exchange Act") or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act.

References to the Registrant's web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant's web site does not constitute part of this Form 8-K or the press release.

© Edgar Online, source Glimpses