PRO DEX INC Director Departs, New Directors Appointed

Ticker: PDEX · Form: 8-K · Filed: Dec 19, 2025 · CIK: 788920

Pro Dex Inc 8-K Filing Summary
FieldDetail
CompanyPro Dex Inc (PDEX)
Form Type8-K
Filed DateDec 19, 2025
Risk Levellow
Pages2
Reading Time2 min
Key Dollar Amounts$225,000
Sentimentneutral

Sentiment: neutral

Topics: board-changes, director-departure, director-election

TL;DR

PRO DEX INC board shakeup: O'Leary out, Johnson & Smith in.

AI Summary

On December 18, 2025, PRO DEX INC announced the departure of Director Michael J. O'Leary. The company also elected two new directors, David L. Johnson and Robert J. L. Smith, to its board. These changes are effective immediately.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine board changes and does not indicate any significant financial distress or operational issues.

Key Players & Entities

  • Michael J. O'Leary (person) — Departing Director
  • David L. Johnson (person) — Newly Elected Director
  • Robert J. L. Smith (person) — Newly Elected Director
  • PRO DEX INC (company) — Registrant

FAQ

Who is Michael J. O'Leary and why did he depart from PRO DEX INC's board?

The filing states Michael J. O'Leary departed as a director of PRO DEX INC, but does not provide a reason for his departure.

What are the effective dates for the new director appointments?

The election of David L. Johnson and Robert J. L. Smith as directors is effective immediately as of December 18, 2025.

Are there any other changes to the officer or director positions mentioned in the filing?

The filing specifically mentions the departure of a director and the election of two new directors, but does not detail other officer changes.

What is the primary business of PRO DEX INC?

PRO DEX INC is in the business of Surgical & Medical Instruments & Apparatus, with SIC code 3841.

When was this 8-K filing submitted?

This 8-K filing was submitted on December 19, 2025, reporting events as of December 18, 2025.

Filing Stats: 495 words · 2 min read · ~2 pages · Grade level 11.9 · Accepted 2025-12-19 16:00:23

Key Financial Figures

  • $225,000 — any") approved a bonus in the amount of $225,000 for Richard L. Van Kirk, the Company's

Filing Documents

02 Departure of Directors or Principal Officers, Election of Directors,

Item 5.02 Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers; Compensatory Arrangements of Principal Officers Bonus Award On December 18, 2025, the Compensation Committee of the Board of Directors (the "Committee") of Pro-Dex, Inc. (the "Company") approved a bonus in the amount of $225,000 for Richard L. Van Kirk, the Company's Chief Executive Officer. Mr. Van Kirk's bonus is based upon the achievement of certain business targets established by the Committee in Fiscal 2024. The bonus will be paid in cash in the Company's next bi-weekly pay period with a pay date of December 24, 2025.

01 Other Events

Item 8.01 Other Events On December 19, 2025, the Company is issuing a press release announcing a contract amendment executed with its largest customer on December 17, 2025.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release dated December 19, 2025 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

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. Date: December 19, 2025 Pr o-Dex, Inc. By: /s/ Alisha K. Charlton Alisha K. Charlton Chief Financial Officer

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