Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 16, 2019



Commission File Number 1-9929


Insteel Industries, Inc.

(Exact name of registrant as specified in its charter)




North Carolina

(State or other jurisdiction of

incorporation or organization)



(I.R.S. Employer Identification No.)


1373 Boggs Drive, Mount Airy, North Carolina

(Address of principal executive offices)



(Zip Code)



Registrant’s telephone number, including area code: (336) 786-2141



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 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 subject to Section 12(b) of the Exchange Act:


Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock (No Par Value) IIIN The Nasdaq Stock Market LLC
    (Nasdaq Global Select Market)



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


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


On December 19, 2019, Insteel Industries, Inc. (“Insteel” or the “Company”) issued a press release announcing that Michael C. Gazmarian, Insteel’s Vice President, Chief Financial Officer and Treasurer, will be leaving the Company to pursue other opportunities. Mr. Gazmarian will continue to serve in his current role for a reasonable period of time to ensure a smooth transition of his duties. Insteel will be initiating a comprehensive search process to fill Mr. Gazmarian’s position. A copy of the News Release is included as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits


(d) Exhibits


Exhibit 99.1

Press release dated December 19, 2019 announcing organizational change.







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 thereunto duly authorized.







Date: December 19, 2019



/s/ H.O. Woltz III


 H.O. Woltz III


 President and CEO




Exhibit 99.1







H.O. Woltz III

    President and CEO
    Insteel Industries, Inc.
    (336) 786-2141, Ext. 3041




MOUNT AIRY, N.C., December 19, 2019 – Insteel Industries, Inc. (NasdaqGS: IIIN) today announced that Michael C. Gazmarian, Insteel’s Vice President, Chief Financial Officer and Treasurer, will be leaving the Company to pursue other opportunities. The Company will immediately initiate a comprehensive search for his successor. Mr. Gazmarian will participate in this process and will continue in his current capacity during the leadership transition.


Commenting on Mr. Gazmarian’s planned departure, H. O. Woltz III, President and CEO said, “Mike’s contribution to Insteel over the past 25 years has been invaluable and we regret his departure. We appreciate his assistance with this important leadership transition and wish him the very best in his future pursuits.”


About Insteel


Insteel is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. Insteel manufactures and markets prestressed concrete strand and welded wire reinforcement, including engineered structural mesh, concrete pipe reinforcement and standard welded wire reinforcement. Insteel’s products are sold primarily to manufacturers of concrete products that are used in nonresidential construction. Headquartered in Mount Airy, North Carolina, Insteel operates ten manufacturing facilities located in the United States.





1373 Boggs Drive, Mount Airy, NC 27030/PHONE: (336) 786-2141/FAX: (336) 786-2144