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
June 27, 2012
Date of Report (Date of earliest event reported)
QUAKER CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File Number 001-12019
| PENNSYLVANIA | No. 23-0993790 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
One Quaker Park
901 E. Hector Street
Conshohocken, Pennsylvania 19428
(Address of principal executive offices)
(Zip Code)
(610) 832-4000
(Registrant’s telephone number, including area code)
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:
¨ 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))
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 27, 2012, Mr. Mark A. Featherstone resigned from his position as Vice President, Chief Financial Officer and Treasurer of Quaker Chemical Corporation (“Quaker”), effective immediately, in order to pursue other career opportunities. Mr. Featherstone’s departure does not result from any disagreement with Quaker on any matter relating to Quaker’s operations, policies or practices. Quaker is treating the resignation as a “termination without cause” for purposes of Mr. Featherstone’s Memorandum of Employment dated June 28, 2007, as modified by amendment effective January 1, 2008, and he will receive severance payments consistent with the terms previously disclosed under that agreement.
On June 27, 2012, Ms. Margaret M. Loebl, age 52, was elected by the Board of Directors as Quaker’s Vice President, Chief Financial Officer and Treasurer, effective June 29, 2012.
In 2011, Ms. Loebl consulted in Paris for Constellium, a leader in the manufacturing of high-quality aluminum products and solutions, where she provided senior executive-level financial and business consulting services. From 2008 through 2010, Ms. Loebl was the Corporate Vice President, Chief Financial Officer and Treasurer at TechTeam Global, a publicly held provider of information technology outsourcing and business process outsourcing services. From 2002 through 2007, Ms. Loebl was the Group Vice President, Finance at Archer Daniels Midland Company, one of the world’s leading agricultural processors. Prior to that, Ms. Loebl held various senior financial executive positions within Nike and General Motors. Ms. Loebl has direct experience in all relevant financial disciplines, including international corporate finance, treasury, accounting and control, business planning and analysis, tax, risk management, corporate development/M&A, and investor relations.
Ms. Loebl has held no previous positions with Quaker and has no family relationship with any current Officer or Director of Quaker. None of Ms. Loebl’s prior employers are affiliated with Quaker and there are no related party transactions.
Quaker and Ms. Loebl entered into a Memorandum of Employment (“Agreement”), effective June 29, 2012, reflecting her compensation. Under the terms of the Agreement, her annualized base salary has been established at $330,000. She is eligible to participate in Quaker’s Global Annual Incentive Plan (“GAIP”) with target and maximum award percentages for 2012 under the GAIP of 38.5% and 70%, respectively, of her base salary, dependent upon Quaker’s financial results and personal objectives to be determined; provided, however, that for 2012 she is entitled to receive a minimum guaranteed GAIP bonus payment of $127,050.
Ms. Loebl will also participate in Quaker’s 2011 Long-Term Performance Incentive Plan. Ms. Loebl’s award for the 2012-2014 performance period includes an even mix of time-based restricted stock, stock options, and a cash award. The total value, at a target level, is approximately $133,000. The exact number of restricted stock and stock options and the target cash amount will be determined based on the Quaker stock closing price on June 29, 2012. The exact awards will be determined by performance over the three-year period based on relative total shareholder returns against a pre-determined peer group.
Ms. Loebl was also awarded 5,000 restricted shares of Quaker common stock. These will vest in increments of 1,000 shares over a five-year period. The first 1,000 shares will vest one year from the award date, and the others will vest in equal increments on each annual anniversary thereafter. Ms. Loebl must be employed by Quaker on each vesting date to receive the respective vested shares.
Ms. Loebl is entitled to receive relocation benefits which are expected to total approximately $100,000. Ms. Loebl is eligible to be reimbursed for up to $3,500 per calendar year for expenses incurred for financial planning and/or tax preparation.
In the event Ms. Loebl is terminated by Quaker for any reason other than cause, she will be paid 12 months of severance at her annual base pay rate. The Agreement also contains covenants of non-disclosure and non-competition. In addition, Ms. Loebl and Quaker entered into Quaker’s standard Change of Control Agreement for U.S. based executives.
A press release is attached as Exhibit 99.1 to this current report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibit is included as part of this report:
ExhibitNo.
| 99.1 | Press Release of Quaker Chemical Corporation dated June 27, 2012. |
SIGNATURE
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.
| QUAKER CHEMICAL CORPORATION | ||
| Date: June 27, 2012 | By: | /s/ D. JEFFRY BENOLIEL |
| D. Jeffry Benoliel Vice President – Global Metalworking and Fluid Power and Corporate Secretary | ||
| For Release: | NEWS | Contact: |
|
Immediate
|
D. Jeffry Benoliel Vice President – Global Metalworking and Fluid Power and Corporate Secretary 610-832-7850 |
QUAKER CHEMICAL CORPORATION ANNOUNCES
RESIGNATION OF CFO AND APPOINTMENT OF NEW CFO
June 27, 2012
CONSHOHOCKEN, PA – Quaker Chemical Corporation (NYSE:KWR) announced that Mark A. Featherstone resigned from his position as Vice President, Chief Financial Officer and Treasurer of Quaker, effective June 27, 2012, in order to pursue other career opportunities. Mr. Featherstone’s departure does not result from any disagreement with Quaker on any matter relating to Quaker’s operations, policies or practices.
Commenting on Mr. Featherstone’s resignation, Michael F. Barry, Quaker’s Chairman, Chief Executive Officer and President stated, “On behalf of everyone at Quaker, I thank Mark for his contributions during his tenure as CFO during which Quaker has grown to an almost $700 million global company. We wish Mark well in all of his future endeavors.”
In addition, the Company announced that Ms. Margaret M. (Margo) Loebl was elected by the Board of Directors as Quaker’s Vice President, Chief Financial Officer and Treasurer, effective June 29, 2012. Ms. Loebl is a seasoned global financial executive with over 25 years of experience and a proven record of success. In 2011, Ms. Loebl consulted in Paris for Constellium, a leader in the manufacturing of high-quality aluminum products and solutions, where she provided senior executive-level financial consulting services. From 2008 through 2010, Ms. Loebl was the Corporate Vice President, Chief Financial Officer and Treasurer of TechTeam Global, a publicly held provider of information technology outsourcing and business process outsourcing services. From 2002 through 2007, Ms. Loebl was the Group Vice President, Finance at Archer Daniels Midland Company, one of the world’s leading agricultural processors. Prior to that, Ms. Loebl held various senior financial executive positions within Nike and General Motors. Ms. Loebl has direct experience in all relevant financial disciplines, including international corporate finance, treasury, accounting and control, business planning and analysis, tax, risk management, corporate development/M&A, and investor relations.
Mr. Barry stated, “I am pleased to welcome Margo to Quaker. She brings outstanding qualifications and experience in all aspects of finance to the Company. I am confident she will be a tremendous asset and strategic partner to our businesses and our leadership team as we continue to grow our global company both organically and through acquisitions.”
Ms. Loebl earned a Bachelor of Arts from Wellesley College and a Masters of Business Administration from the University of Chicago Booth School of Business. She has transacted significant business with numerous counterparties in all regions of the world. Ms. Loebl has also
Quaker Chemical Corporation
One Quaker Park, 901 E. Hector Street, Conshohocken, PA 19428-2380 USA www.quakerchem.com
T 610.832.4000 F 610.832.8682
lived, either studying in college or working, for a total of approximately 10 years outside the U.S. in Germany, Mexico, Canada, Brazil and France, learning the German, Spanish and Portuguese languages.
Forward-Looking Statements
This release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such statements. A major risk is that the Company’s demand is largely derived from the demand for its customers’ products, which subjects the Company to downturns in a customer’s business and unanticipated customer production shutdowns. Other major risks and uncertainties include, but are not limited to, significant increases in raw material costs, customer financial stability, worldwide economic and political conditions, foreign currency fluctuations, and future terrorist attacks such as those that occurred on September 11, 2001. Other factors could also adversely affect us. Therefore, we caution you not to place undue reliance on our forward-looking statements. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
About Quaker
Quaker Chemical Corporation is a leading global provider of process chemicals, chemical specialties, services, and technical expertise to a wide range of industries - including steel, aluminum, automotive, mining, aerospace, tube and pipe, coatings, and construction materials. Our products, technical solutions, and chemical management services enhance our customers’ processes, improve their product quality, and lower their costs. Quaker’s headquarters is located near Philadelphia in Conshohocken, Pennsylvania.