Optex Systems Holdings Inc. Files 8-K for Security Holder Rights and Officer Changes

TL;DR

Optex Systems Holdings Inc. filed an 8-K detailing changes to security holder rights and officer appointments.

AI Summary

Optex Systems Holdings Inc. filed an 8-K on August 11, 2025, reporting material modifications to security holder rights and changes related to directors and officers, including compensatory arrangements. The filing also covers amendments to articles of incorporation or bylaws and financial statement exhibits, with the earliest event reported as August 10, 2025.

Why It Matters

This 8-K filing indicates significant corporate governance and structural changes within Optex Systems Holdings Inc., which could impact its operations and investor relations.

Risk Assessment

Risk Level: medium — Filings detailing changes in corporate structure, rights, and officer appointments can signal shifts in company strategy or potential internal issues.

Key Players & Entities

• Optex Systems Holdings Inc. (company) — Registrant
• August 10, 2025 (date) — Earliest event reported
• August 11, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $300,000 — base salary under the new agreement is $300,000. Mr. George's base salary will be incre

Filing Documents

• form8-k.htm (8-K) — 55KB
• ex3-1.htm (EX-3.1) — 125KB
• ex10-1.htm (EX-10.1) — 108KB
• 0001641172-25-022919.txt ( ) — 505KB
• opxs-20250810.xsd (EX-101.SCH) — 3KB
• opxs-20250810_lab.xml (EX-101.LAB) — 33KB
• opxs-20250810_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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 10, 2025 OPTEX SYSTEMS HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41644 90-0609531 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1420 Presidential Drive , Richardson , TX 75081-2439 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 644-0722 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 DFR 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 Name of each exchange on which registered Common Stock OPXS NASDAQ 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 3.03 Material Modification to Rights of Security Holders. The disclosure required by this item is incorporated by reference to Item 5.03 below. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective August 11, 2025, the Board of Directors (the "Board") of Optex Systems Holdings, Inc. (the "Company") appointed Chad George as the Company's new President. Danny Schoening will continue to serve in the position of Chairman and Chief Executive Officer. Mr. George, 48, has spent 20 years in senior operations and supply chain roles in the defense sector. Between January 2022 and August 2025, he served as Vice President of Operations and Supply Chain at Leonardo DRS, where he played a key role in streamlining production processes and enhancing strategic sourcing capabilities. Previously, he worked as Factory Manager and Operations Leader at Raytheon from April 2009 through March 2021. He holds a Bachelor's Degree in Industrial Engineering from Oklahoma State University and a Master of Business Administration from the University of Texas at Dallas. In connection with the appointment, the Company entered into an employment agreement with Mr. George effective August 11, 2025. Pursuant to the agreement, Mr. George will serve as the Company's President through July 1, 2028. Thereafter, the term of the agreement will automatically extend for successive additional 12-month periods unless Mr. George or the Company provides written notice of termination at least 90 days prior to the end of the term then in effect. Mr. George's initial annual base salary under the new agreement is $300,000. Mr. George's base salary will be increased at 3.5% annually in accordance with the then-current Company policy. Mr. George will be eligible for a performance bonus based upon a one-year operating plan adopted by the Company's Board. The bonus will be based on financial and/or operating metrics decided annually by the Board or the Compensation Committee and tied to such one-year plan. The target bonus will equate to 30% of Mr. George's base salary. The Board will have discretion in good faith to alter the performance bonus upward or downward by 20%. Mr. George is entitled to 200 hours paid vacation and paid time off (PTO) each year and all other benefits accorded to our other senior executives. The employment agreement may be terminated by either party upon written notice. Other events of termination consist of: (i) death or permanent disability of Mr. George; (ii) termination by the Company for cause (including in connection with the conviction of a felony, commission of fraudulent, illegal or dishonest acts, certain willful misconduct or gross negligence, continued failure to perform material duties or cure material breach after written notice, violation of securities laws and material breach of the employment agreement), (iii) termination by the Company without cause and (iv) termination by Mr. George for good reason (including con

View Full Filing

View this 8-K filing on SEC EDGAR