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
October 22, 2015
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. |
As previously announced, Margaret M. Loebl resigned from her position as Vice President, Chief Financial Officer and Treasurer of Quaker Chemical Corporation (“Quaker”), effective September 18, 2015.
On October 22, 2015, Mary Dean Hall, age 58, was elected by the Board of Directors as Quaker’s Vice President, Chief Financial Officer and Treasurer, effective November 30, 2015. Also on October 22, 2015, the Board of Directors elected Chairman, Chief Executive Officer and President, Michael F. Barry, age 57, as Quaker’s Interim Chief Financial Officer, effective October 22, 2015, to serve until Ms. Hall assumes her position with Quaker.
Ms. Hall will be joining Quaker from Eastman Chemical Company (“Eastman”) where since 2009 she was the Vice President and Treasurer. Prior to that role, she held various senior financial and treasury positions of increasing responsibility with Eastman since 1995. Before her career at Eastman, she held financial and banking positions with Nalco Chemical Company and various banks, including Citibank. Ms. Hall has extensive experience in relevant financial disciplines, including treasury and banking, accounting, international corporate finance, mergers and acquisitions, internal controls and compliance, and risk management. Ms. Hall earned a Bachelor of Arts in Management Science/Operations Research from the University of California, San Diego where she was Phi Beta Kappa. She also earned a Masters of Business Administration in Finance and Accounting from the University of California, Los Angeles.
Quaker and Ms. Hall entered into a Memorandum of Employment (“Agreement”), effective November 30, 2015, reflecting her compensation. Under the terms of the Agreement, her annualized base salary has been established at $350,000. She is eligible to participate in Quaker’s Global Annual Incentive Plan (“GAIP”) with target and maximum award percentages for 2015 under the GAIP of 41.25% and 75%, respectively, of her base salary, dependent upon Quaker’s financial results and personal objectives to be determined; provided, however, that for 2015 she is entitled to receive a minimum guaranteed GAIP payment of $144,375.
Ms. Hall will also participate in Quaker’s 2011 Long-Term Performance Incentive Plan. Ms. Hall’s 2016 award for the 2016-2018 performance period will include an even mix of time-based restricted stock and stock options and a cash award. The total value of the grants, at a target level, will be approximately $167,000. The amount of the cash payout will be determined by performance over the three-year period based on relative total shareholder returns against a pre-determined peer group.
Ms. Hall will also be awarded on her start date with $300,000 worth of restricted shares of Quaker common stock. These will vest over a three and one-half year period. One-quarter of the award will vest on June 1, 2016 and on each annual anniversary thereafter, until fully vested. Ms. Hall must be employed by Quaker on each vesting date to receive the respective vested shares.
Ms. Hall is entitled to receive relocation benefits of $100,000 and is also eligible to be reimbursed for up to $3,500 per calendar year for expenses incurred for financial planning and/or tax preparation.
If Ms. Hall is terminated by Quaker for any reason other than cause, she will be paid 12 months of severance at her annual base pay rate. To receive these benefits, Ms. Hall must execute a release of claims. The Agreement also contains covenants of non-disclosure and non-competition similar to those of other Quaker executive officers. In addition, Ms. Hall and Quaker entered into Quaker’s standard Change of Control Agreement for U.S.-based executives.
Mr. Barry has been Quaker’s President and Chief Executive Officer since October 2008 and Chairman of Quaker’s Board of Directors since May 2009. He has held a variety of leadership and executive positions since joining Quaker in 1998, including Senior Vice President and Managing Director–North America from January 2006 to October 2008; Senior Vice President and Global Industry Leader–Metalworking and Coatings from July 2005 through December 2005; Vice President and Global Industry Leader–Industrial Metalworking and Coatings from January 2004 through June 2005; and Vice President and Chief Financial Officer from 1998 to August 2004. Mr. Barry currently serves as a director of Rogers Corporation. He has extensive experience in financial disciplines relevant to the role of Interim Chief Financial Officer, including accounting, finance, financial reporting and risk assessment.
A press release is attached as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is included as part of this report:
| Exhibit No. | |
| 99.1 | Press Release of Quaker Chemical Corporation dated October 22, 2015. |
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 | |||
| Registrant | |||
| Date: October 22, 2015 | By: | /s/ Robert T. Traub | |
|
Robert T. Traub Vice President, General Counsel and Corporate Secretary | |||
Exhibit 99.1
|
NEWS Contact: Robert T. Traub Vice President, General Counsel and Corporate Secretary traubr@quakerchem.com T. 610.832.4271 |
 |
|
For Release: Immediate |
QUAKER CHEMICAL CORPORATION ANNOUNCES APPOINTMENT OF NEW CFO
October 22, 2015
CONSHOHOCKEN, PA - Quaker Chemical Corporation (NYSE: KWR) today announced that Mary Dean Hall has been elected by the Board of Directors as Quaker’s Vice President, Chief Financial Officer and Treasurer, effective November 30, 2015. Ms. Hall will be joining Quaker from Eastman Chemical Company where since 2009 she was the Vice President and Treasurer. Prior to that role, Ms. Hall held various senior financial and treasury positions of increasing responsibility with Eastman since 1995. Before her career at Eastman, she held financial and banking positions with Nalco Chemical and various banks, including Citibank. She has extensive experience in all relevant financial disciplines, including treasury and banking, accounting, international corporate finance, M&A, internal controls and compliance, and risk management.
Michael F. Barry, Quaker’s Chairman, Chief Executive Officer and President, commented, “I am extremely pleased to welcome Mary Dean Hall to Quaker. She brings outstanding qualifications and financial, treasury and accounting experience to the Company. I am confident she will be a tremendous asset to our businesses and our leadership team as we continue to grow our global company both through acquisitions and organically.”
Ms. Hall earned a Bachelor of Arts in Management Science/Operations Research from the University of California at San Diego where she was Phi Beta Kappa. She also earned a Masters of Business Administration in Finance and Accounting from UCLA.
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 is a leading global provider of process fluids, chemical specialties, and technical expertise to a wide range of industries, including steel, aluminum, automotive, mining, aerospace, tube and pipe, cans, and others. For nearly 100 years, Quaker has helped customers around the world achieve production efficiency, improve product quality, and lower costs through a combination of innovative technology, process knowledge, and customized services. Headquartered in Conshohocken, Pennsylvania USA, Quaker serves businesses worldwide with a network of dedicated and experienced professionals whose mission is to make a difference.
| Quaker Chemical Corporation | ||
| One Quaker Park | P: 610.832.4000 | |
| 901 E. Hector Street | F: 610.832.8682 | |
| Conshohocken, PA 19428-2380 | quakerchem.com |