AMPCO-PITTSBURGH CORPORATION (NYSE:AP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On June 13, 2017, upon the recommendation of the Nominating and Governance Committee of Ampco-Pittsburgh Corporation (the “Corporation”) and in accordance with the Corporation’s Articles of Incorporation and its Amended and Restated Bylaws, the Board of Directors of the Corporation (the “Board”) increased the size of the Board from eleven to thirteen and appointed Ms. Elizabeth A. Fessenden and Ms. Ann E. Whitty to fill the newly created directorships, effective as of August 10. Ms. Whitty was appointed to the class of the directors whose term expires at the Corporation’s 2018 meeting of shareholders, and Ms. Fessenden was appointed to the class of directors whose term expires at the Corporation’s 2019 meeting of shareholders. It has not been determined which, if any, board committees on which Ms. Fessenden or Ms. Whitty will serve. There are no arrangements or understandings between either Ms. Fessenden or Ms. Whitty and any other person to which she was selected as a director. The Corporation is not aware of any transaction in which Ms. Fessenden or Ms. Whitty has an interest, requiring disclosure under Item 404(a) of Regulation S-K. As compensation for their service on the Corporation’s Board, Ms. Fessenden and Ms. Whitty will receive compensation consistent with the Corporation’s current compensatory arrangement for non-employee directors, as described under the heading “Director Compensation” in the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on March 24, 2017.
Ms. Fessenden served in a number of leadership positions at Alcoa Inc. from 1977 to 2005. She has been a member of the board of directors of Quarles Petroleum since January of 2015. She also served as a director or Cardno from 2014 to 2015 and of O’Brien & Gere, from 2008 to 2014. Ms. Fessenden also served on the advisory board of Alloy Polymers and the board of directors of Polymer Group Inc. Ms. Fessenden’s extensive operations experience in the metals industry, her many years of service as a director of companies, and her broad leadership experience led the Board to conclude that she should serve as a director.
Ms. Whitty retired from Alcoa Inc. in 2010, where she had served in a number of leadership positions for 30 years, including, most recently, as the President of China Rolled Products. Since 2010, Ms. Whitty has been serving as the CEO of Ann Whitty Consulting, L.L.C., providing C-level advisory services. Ms. Whitty’s experience as a senior executive in global industrial businesses in the metals industry and her skills in risk assessment, business and process improvement led the Board to conclude that she should serve as a director.
About AMPCO-PITTSBURGH CORPORATION (NYSE:AP)
Ampco-Pittsburgh Corporation is engaged in manufacturing and selling specialty metal products and customized equipment utilized by industry throughout the world. The Company operates through two segments: the Forged and Cast Engineered Products segment, and the Air and Liquid Processing segment. The Forged and Cast Engineered Products segment consists of Union Electric Steel Corporation (Union Electric Steel or UES) and Union Electric Steel UK Limited (UES-UK). The Air and Liquid Processing segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation (Air and Liquid), a subsidiary of the Company. Union Electric Steel produces ingot and forged products that service a range of industries across the globe. UES-UK produces cast rolls for hot and cold strip mills, medium/heavy section mills and plate mills in a range of iron and steel qualities.