4864270.1

UNITED STATES

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 30, 2021

MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of
incorporation) 0-11740 (Commission File Number) 84-0872291
(I.R.S. Employer
Identification No.)

12100 West Sixth Avenue, Lakewood, Colorado
(Address of principal executive offices) 80228
(Zip Code)

Registrant’s telephone number, including area code: 303-987-8000

Not Applicable
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐	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 under Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, no par value		MLAB		The Nasdaq Stock Market LLC

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 5.02   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 30, 2021, the Compensation Committee and the Board of Directors of Mesa Laboratories, Inc. (“Mesa”) approved the issuance of a special restricted stock unit (“RSU”) award under the 2021 Equity Incentive Plan (the “Equity Plan”), with a grant date of September 1, 2021. The awards were made to Gary Owens, Chief Executive Officer, John Sakys, Chief Financial Officer, Greg DiNoia, Senior Vice President of Commercial Operations, and Brian Archbold, Senior Vice President of Continuous Improvement, as well as certain other members of management. The awards recognize certain members of management for exceptional navigation through the COVID period. The awards vest on September 1, 2022. The number of RSUs granted to each executive officer is listed in the table below.

EXECUTIVE OFFICER				NUMBER OF RESTRICTED STOCK UNITS
GARY OWENS				4,025
JOHN SAKYS				1,303
GREG DINOIA				780
BRIAN ARCHBOLD				546

The RSUs are subject to potential acceleration of vesting in the event of termination due to retirement, and to potential accelerated vesting in the event of a change in control. The foregoing descriptions of the equity awards do not purport to be complete and are qualified in their entirety by reference to the full text of the award agreements.

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: September 3, 2021				Mesa Laboratories, Inc.
				(Registrant)
			BY:	/s/ Gary M. Owens
				Gary M. Owens
				President and Chief Executive Officer