UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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~~October 2416, 2023

CIRCOR INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-14962	04-3477276
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

30 CORPORATE DRIVE, SUITE 200

Burlington, MA 01803-4238

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (781) 270-1200

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, $0.01 Par Value Per Share	CIR	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

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))

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 57.0701 ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

OnAs ~~August~~previously 24disclosed, ~~2023,~~ CIRCOR International, Inc., a Delaware corporation (“CIRCOR” or the “Company”), ~~held~~entered ainto ~~virtual~~an ~~special~~Agreement ~~meeting~~and Plan of ~~stockholders~~Merger, ~~(the~~by ~~“Special~~and among CIRCOR, ~~Meeting~~ Cube BidCo, Inc., a Delaware corporation (“Parent”), toand ~~consider~~Cube Merger Sub, Inc., a Delaware corporation and ~~vote~~wholly onowned ~~the~~subsidiary ~~proposals~~of ~~set~~Parent ~~forth~~(“Merger inSub”), ~~the~~dated ~~definitive~~as ~~proxy~~of ~~statement~~June 5, 2023, as amended as of ~~the~~June ~~Company~~26, ~~prepared~~2023 inand ~~connection~~June ~~with~~29, 2023 (the “Merger Agreement”), ~~(as~~pursuant ~~defined~~to ~~below)~~which ~~filed~~Merger ~~with~~Sub ~~the~~will ~~U.S.~~merge ~~Securities~~with and ~~Exchange~~into ~~Commission~~the Company (the “~~SEC~~Merger”), onwith ~~July~~the Company surviving the Merger. Parent and Merger Sub are each an affiliate of investment funds managed by Kohlberg Kravis Roberts & Co. L.P. 17 (“KKR”), ~~2023~~a leading global investment firm.

AsOn ofOctober ~~the close of business on July 10~~16, 2023, the ~~record~~Company ~~date~~confirmed ~~for~~that ~~the~~all ~~stockholders~~regulatory ~~entitled~~approvals relating to ~~vote at~~ the ~~Special~~Merger ~~Meeting,~~have ~~there~~been ~~were~~received. aThe ~~total~~stockholders of ~~20,391,768~~CIRCOR ~~shares~~approved ~~of Common Stock of~~ the ~~Company,~~transaction ~~par~~at a ~~value~~special ~~$0.01~~meeting ~~per~~held ~~share~~on ~~(“Company~~August ~~Common Stock”) outstanding~~24, ~~each~~2023. ofThe ~~which~~Merger ~~was~~is ~~entitled~~currently expected to ~~one~~close ~~vote~~prior ~~for~~to ~~each~~market ~~proposal~~hours aton ~~the Special~~October ~~Meeting. At the Special Meeting~~18, ~~a total of 16~~2023,~~927,569~~ ~~shares~~subject ofto ~~Company Common Stock, representing approximately 83% of~~ the ~~total~~satisfaction ~~shares~~ of ~~Company~~customary ~~Common~~closing ~~Stock issued and outstanding and entitled to vote, were present or represented by proxy, constituting a quorum to conduct business~~conditions.

~~Proposal~~The 1:information ~~Proposal~~in tothis ~~adopt~~Item ~~the~~7.01 ~~Agreement and Plan~~ of ~~Merger,~~Form ~~dated~~8-K ~~June~~shall 5,not ~~2023~~be ~~(as~~deemed ~~amended~~“filed” onfor ~~June~~purposes ~~26,~~of ~~2023~~Section by18 ~~Amendment No. 1 to Agreement and Plan~~ of ~~Merger,~~the asExchange ~~further~~Act ~~amended~~or onotherwise ~~June~~subject ~~29, 2023 by Amendment No. 2~~ to ~~Agreement~~the ~~and Plan~~liability ~~of Merger~~that section, ~~and~~nor asshall ~~may~~it be ~~further~~deemed ~~amended,~~incorporated ~~modified~~by orreference ~~supplemented~~into ~~from~~any ~~time~~registration tostatement ~~time,~~or ~~the~~other ~~“Merger~~document ~~Agreement”),~~filed byunder ~~and~~the ~~among~~Securities ~~CIRCOR,~~Act ~~Cube~~of ~~BidCo,~~1933 ~~Inc.,~~or athe ~~Delaware~~Exchange ~~corporation (“Parent”)~~Act, ~~and~~except ~~Cube~~as ~~Merger~~expressly ~~Sub,~~set ~~Inc.,~~forth aby ~~Delaware~~special ~~corporation~~reference ~~and~~in ~~a wholly~~such ~~owned subsidiary of Parent~~filing.

~~Set~~Cautionary ~~forth~~Statement ~~below~~Regarding ~~are~~Forward ~~the~~Looking ~~voting results for the proposal to approve the adoption of the Merger Agreement, which was adopted by the Company’s stockholders:~~Statements

Votes Cast For		Votes Cast Against		Abstentions
16,901,512		4,855		21,202

This Current Report on Form 8-K includes forward-looking statements that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those implied by the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the Company and members of its senior management team and can typically be identified by words such as “believe,” “expect,” “estimate,” “predict,” “target,” “potential,” “likely,” “continue,” “ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,” “anticipate,” “project” and similar expressions, as well as variations or negatives of these words. Forward-looking statements include, without limitation, statements regarding the timing and completion of the proposed merger. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to the consummation of the proposed transaction; the effects of the transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from the Company’s ongoing business operations or otherwise disrupts the Company’s ongoing business operations; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation relating to the proposed transaction; inability to achieve expected results in pricing and cost cut actions and the related impact on margins and cash flow; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the remediation of the material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks and other similar matters, and other risks and uncertainties detailed from time to time in documents filed with the SEC by the Company, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. All forward-looking statements are based on information currently available to the Company and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by applicable law. The information set forth herein speaks only as of the date hereof.

~~Proposal~~ -2~~: Proposal to approve, on a non~~-binding, advisory basis, the compensation that may be paid or become payable to CIRCOR’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

Set forth below are the voting results for the Compensation Proposal, which was approved by the Company’s stockholders on a non-binding, advisory basis:

Votes Cast For		Votes Cast Against		Abstentions
16,251,459		536,162		139,948

Proposal 3: Proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

Set forth below are the voting results for the Adjournment Proposal, which was approved by the Company’s stockholders:

Votes Cast For		Votes Cast Against		Abstentions
15,801,669		1,099,164		26,736

Adjournment of the Special Meeting was deemed not necessary because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement.

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: August 24, 2023
Date: October 16, 2023
	CIRCOR International, Inc.
	By:	/s/ Jessica Wenzell
	Name: Jessica Wenzell
	Title: General Counsel & Chief People Officer

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