AstroNova Reports Director Changes and Agreements

TL;DR

AstroNova's board is changing, new execs are in, and they signed a big deal.

AI Summary

On August 21, 2025, AstroNova, Inc. filed an 8-K report detailing several key events. These include the entry into a material definitive agreement, the departure and election of directors, and the appointment of certain officers. The report also covers compensatory arrangements for these officers and includes financial statements and exhibits.

Why It Matters

This filing signals potential shifts in the company's leadership and strategic direction, which could impact its operational and financial performance.

Risk Assessment

Risk Level: medium — Changes in leadership and material agreements can introduce uncertainty and potential strategic shifts that may affect the company's future performance.

Key Players & Entities

• AstroNova, Inc. (company) — Registrant
• August 21, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.05 — nge on which Registered Common Stock, $0.05 Par Value ALOT NASDAQ Global Market
• $236,508 — ain expenses in the aggregate amount of $236,508. The Company agreed to use commercial

Filing Documents

• d81040d8k.htm (8-K) — 41KB
• d81040dex101.htm (EX-10.1) — 68KB
• d81040dex991.htm (EX-99.1) — 10KB
• g81040g19x20.jpg (GRAPHIC) — 13KB
• 0001193125-25-184678.txt ( ) — 274KB
• alot-20250821.xsd (EX-101.SCH) — 3KB
• alot-20250821_lab.xml (EX-101.LAB) — 17KB
• alot-20250821_pre.xml (EX-101.PRE) — 11KB
• d81040d8k_htm.xml (XML) — 3KB

From the Filing

8-K 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): August 21, 2025 ASTRONOVA, INC. (Exact name of registrant as specified in its charter) Rhode Island 0-13200 05-0318215 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 600 East Greenwich Avenue West Warwick , RI 02893 (Address of principal executive offices) (Zip Code) (401) 828-4000 Registrant's telephone number, including area code Not applicable (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 (see General Instruction A.2. below): 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 Class Trading Symbol(s) Name of Each Exchange on which Registered Common Stock, $0.05 Par Value ALOT NASDAQ Global Market 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. Item1.01 Entry into a Material Definitive Agreement. On August 21, 2025, AstroNova, Inc. (the "Company") entered into a Cooperation Agreement (the "Cooperation Agreement") with Askeladden Capital Management LLC, a Texas limited liability company and Samir Patel (such parties collectively, the "Askeladden Parties") pursuant to which the Company agreed to increase the size of its Board of Directors (the "Board") to seven directors, to appoint Shawn Kravetz to as a director of the Company, and to include Mr. Kravetz as part of the Company's slate of nominees for election to the Board at the 2025 annual meeting of shareholders. The Board determined that Mr. Kravetz satisfies the requirements to serve as an independent director of the Company under the requirements of the NASDAQ Global Market. Mr. Kravetz was appointed to serve on the Board's Nominating and Governance Committee. The Company also agreed to nominate Mr. Kravetz for re-election as a director at the Company's 2026 annual meeting of shareholders. Under the terms of the Cooperation Agreement, the Askeladden Parties agreed that they will not enter into any agreement with, or compensate, Mr. Kravetz with respect to his role or service as a director of the Company. In addition, the Askeladden Parties confirmed that Mr. Kravetz is not associated with the Askeladden Parties. During the term of the Cooperation Agreement and subject to the Askeladden Parties holding an aggregate beneficial ownership of shares of common stock of the Company equivalent to a net long position of at least five percent (5%) of the outstanding shares of common stock of the Company as of the date of the Cooperation Agreement, in the event Mr. Kravetz is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any reason prior to the expiration of a stated cooperation period, then a new independent nominee selected by the Askeladden Parties and the Company shall be appointed to fill the vacant position on the Board. The Cooperation Agreement also includes other customary voting, standstill non-disparagement, and other agreements that will continue for a stated cooperation period, including, among other things (in each case subject to various exceptions and limitations): Restrictions on acquisitions of shares of the Company's common stock that would result in the Askeladden Parties (together with their affiliates) having beneficial ownership, or aggregate economic or voting exposure to, more than 9.99% of the Company's common stock outstanding at such time. Standstill restrictions on the part of the Askeladden Parties relating to calling shareholder meetings, director nominations, shareholder proposals, proxy solicitations, changes to the Board, the formation of any group, certain public disclosures, proxy contests, other activist campaigns and related matters. The Askeladden Parties agreed t

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View this 8-K filing on SEC EDGAR