PFIN - P&F Industries 8-K - addition of new independent director nominee

In an 8-K filing on February 23, 2012, P&F Industries (O-PFIN) disclosed its nomination of a new independent person with substantial industry and functional knowledge as part of its slate of Director nominees on P&F’s board at its upcoming Annual Meeting in May.  This new independent nominee, who has served on several public company boards, will be replacing Board member, Dennis Kalick, who as tax advisor to P&F’s Chairman & CEO, Richard Horowitz, and his affiliates was not independent and will not be standing for re-election.  

Last year, in a May 25, 2011 13D filing and letter to P&F’s board, large independent P&F shareholder, Lawndale Capital Management, called for Mr. Kalick’s departure.  That 13D filing and letter can be found at http://www.sec.gov/Archives/edgar/data/75340/000093583611000074/pf13da.htm

A January 19, 2012 article chronicling Lawndale’s activist and governance successes in P&F so far, prior to this nomination (in particular a new reduced and reformed CEO compensation agreement), entitled “Activism Adds To The Bottom Line At P&F Industries”  can be accessed at http://seekingalpha.com/article/320524-activism-adds-to-the-bottom-line-at-p-f-industries

PFIN’s 8-K can be found at http://www.sec.gov/Archives/edgar/data/75340/000114420412010548/v303517_8k.htm

Item 8.01.    Other Events.

P&F Industries, Inc. (the “Company”), in a Current Report on Form 8-K dated December 6, 2011, disclosed that Dennis Kalick informed the Company’s Board of Directors (the “Board”) that he has decided not to stand for re-election at the 2012 annual meeting of the Company’s stockholders (the “2012 Annual Meeting”) and that the Corporate Governance and Nominating Committee (the “Committee”) of the Board was evaluating the size and composition of the Board in light of Mr. Kalick’s decision.
 
On February 23, 2012, the Board, upon the recommendation of the Committee, resolved to keep the number of directors constituting the full Board at nine, and to nominate the following persons to stand for election at the Company’s 2012 Annual Meeting to serve as directors for terms to expire at the Company’s 2015 annual meeting of stockholders:
 
Howard Brod Brownstein;
Jeffrey D. Franklin; and
Richard P. Randall.
 
The Board nominated Messrs. Brownstein and Franklin to stand for re-election, and Mr. Randall to stand as a nominee for election to the seat that will become vacant upon the expiration of the term of Dennis Kalick.
 
Mr. Randall served as Chief Operating Officer and Chief Financial Officer of Direct Holdings Worldwide, LLC, the parent company of Lillian Vernon Corp. and Time-Life, from 2002 until 2005. Prior to that, Mr. Randall was the Chief Financial Officer of Coach, Inc. from 2000 to 2001 and the Chief Financial Officer of Lillian Vernon Corp. from 1998 to 2000. Mr. Randall holds a degree in accounting and is a Certified Public Accountant, and has more than 40 years of experience in various accounting and finance positions. Mr. Randall has served as a member of the Board of Directors of Aceto Corp. since May 2009 and currently serves as chair of its Audit & Risk Committee and as a member of the Nominating & Governance Committee. Mr. Randall has also served as a member of the Board of Directors of Steven Madden, Ltd. since 2006 where he is the Chairman of the Audit Committee. Mr. Randall is also the Chairman of the Audit Committee of the Board of Directors for The Burke Rehabilitation Hospital in White Plains, NY where he has served since 2005. Mr. Randall also served as a director and chair of the Audit Committee for two unrelated Chinese companies publicly traded in the U.S., Universal Travel Group and Home Systems Group, from 2007 until 2008.
 
With decades of business experience, including tenures as Chief Financial Officer and Chief Operating Officer of both publicly traded and privately held companies, Mr. Randall possesses extensive knowledge of accounting and finance, the retail industry (including overseas importing) and the issues impacting a publicly traded company. Further, the Board has determined that Mr. Randall would qualify as an “independent” director with respect to the Company under the applicable standards.