AptarGroup, Inc. (NYSE:ATR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
|
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 22, 2016, AptarGroup, Inc. (the Company) announced
that Stephan Tanda will succeed Stephen Hagge as President and
Chief Executive Officer of the Company. Effective as of his
appointment as President and Chief Executive Officer, which is
expected to occur on February 1, 2017, the size of the Board of
Directors of the Company will be increased to 11 and Mr. Tanda
will be appointed as a director of the Company. Mr. Tanda, age
51, currently serves as Executive Managing Board Director at
Royal DSM NV (DSM) and oversees its global Nutrition business as
well as its Pharma joint ventures and business interests in the
Americas. DSM is a global supplier of ingredients and material
solutions for the food, dietary supplement, personal care,
medical device, automotive, paint, electronic and bio-material
markets. A native of Austria, Mr. Tanda has a degree in plastics
engineering from the University of Leoben (Austria) and has a
Masters in Business Administration (MBA) from the Wharton School
of the University of Pennsylvania (USA). Prior to joining DSM, he
served for three years as President and CEO of Freudenberg
Nonwovens Group after spending over twelve years with DuPont
where he lived in multiple locations in Europe and the U.S. as he
assumed increasing responsibilities that included operations, PL
management, strategic planning, business development and
leadership of a joint venture. Mr. Tanda brings to the Company
and its board of directors his extensive global experience
leading and building successful business-to-business
organizations in several markets currently served by the Company,
as well his transaction and integration experience.
that Stephan Tanda will succeed Stephen Hagge as President and
Chief Executive Officer of the Company. Effective as of his
appointment as President and Chief Executive Officer, which is
expected to occur on February 1, 2017, the size of the Board of
Directors of the Company will be increased to 11 and Mr. Tanda
will be appointed as a director of the Company. Mr. Tanda, age
51, currently serves as Executive Managing Board Director at
Royal DSM NV (DSM) and oversees its global Nutrition business as
well as its Pharma joint ventures and business interests in the
Americas. DSM is a global supplier of ingredients and material
solutions for the food, dietary supplement, personal care,
medical device, automotive, paint, electronic and bio-material
markets. A native of Austria, Mr. Tanda has a degree in plastics
engineering from the University of Leoben (Austria) and has a
Masters in Business Administration (MBA) from the Wharton School
of the University of Pennsylvania (USA). Prior to joining DSM, he
served for three years as President and CEO of Freudenberg
Nonwovens Group after spending over twelve years with DuPont
where he lived in multiple locations in Europe and the U.S. as he
assumed increasing responsibilities that included operations, PL
management, strategic planning, business development and
leadership of a joint venture. Mr. Tanda brings to the Company
and its board of directors his extensive global experience
leading and building successful business-to-business
organizations in several markets currently served by the Company,
as well his transaction and integration experience.
Stephan Tanda Employment Agreement
On November 21, 2016, the Company entered into an Employment
Agreement with Mr. Tanda (the “Employment Agreement”) that
contemplates a start date of February 1, 2017, or such other
date, not to be later than March 1, 2017, as shall be agreed to
by the Chairman of the Board of the Company and Mr. Tanda. The
Employment Agreement provides for employment through December 31,
2019, unless earlier terminated, at an initial salary of
$1,000,000 per year, which amount may be increased (but not
decreased) over the term of the Employment Agreement. The
Employment Agreement automatically extends for one additional
year each January 1st, unless terminated, but may not be extended
beyond December 31, 2030.
Agreement with Mr. Tanda (the “Employment Agreement”) that
contemplates a start date of February 1, 2017, or such other
date, not to be later than March 1, 2017, as shall be agreed to
by the Chairman of the Board of the Company and Mr. Tanda. The
Employment Agreement provides for employment through December 31,
2019, unless earlier terminated, at an initial salary of
$1,000,000 per year, which amount may be increased (but not
decreased) over the term of the Employment Agreement. The
Employment Agreement automatically extends for one additional
year each January 1st, unless terminated, but may not be extended
beyond December 31, 2030.
The Employment Agreement provides that Mr. Tandas target annual
performance incentive for 2017 will be set at 100% of his base
salary, and may range from 50% to 200% of his base salary,
depending on the level of attainment of certain goals and
objectives. For 2017, Mr. Tanda will also be entitled to receive
stock options having a Black-Scholes value of $1,900,000 and an
award under the Companys Total Shareholder Return Outperformance
Plan with a target cash amount of $750,000, and a payout range of
0% to 250% of the target, subject to the achievement of
underlying performance goals, and will cliff vest after a three
year period. Mr. Tanda is also entitled to participate in the
Companys retirement and executive benefit programs on the same
basis as the Companys other senior executives.
performance incentive for 2017 will be set at 100% of his base
salary, and may range from 50% to 200% of his base salary,
depending on the level of attainment of certain goals and
objectives. For 2017, Mr. Tanda will also be entitled to receive
stock options having a Black-Scholes value of $1,900,000 and an
award under the Companys Total Shareholder Return Outperformance
Plan with a target cash amount of $750,000, and a payout range of
0% to 250% of the target, subject to the achievement of
underlying performance goals, and will cliff vest after a three
year period. Mr. Tanda is also entitled to participate in the
Companys retirement and executive benefit programs on the same
basis as the Companys other senior executives.
In recognition of the fact that Mr. Tanda will forfeit certain
equity awards provided to him by his current employer, the
Employment Agreement provides for the payment of the cash value
of such awards scheduled to vest in 2017, 2018 and 2019, subject
to Mr. Tandas continued employment with the Company on the
respective scheduled vesting dates. Mr. Tanda is also entitled to
be reimbursed for additional expenses related to his change in
employment and relocation in the maximum amount of $250,000, plus
a tax gross-up on certain of such reimbursed expenses. If, prior
to the one-year anniversary of his start date, Mr. Tanda is
terminated for cause or resigns without good reason (as each such
term is defined in the Employment Agreement), he must repay any
amounts paid to him with respect to the awards of his current
employer scheduled to vest in 2017, as well as any reimbursed
expenses related to his change in employment and relocation.
equity awards provided to him by his current employer, the
Employment Agreement provides for the payment of the cash value
of such awards scheduled to vest in 2017, 2018 and 2019, subject
to Mr. Tandas continued employment with the Company on the
respective scheduled vesting dates. Mr. Tanda is also entitled to
be reimbursed for additional expenses related to his change in
employment and relocation in the maximum amount of $250,000, plus
a tax gross-up on certain of such reimbursed expenses. If, prior
to the one-year anniversary of his start date, Mr. Tanda is
terminated for cause or resigns without good reason (as each such
term is defined in the Employment Agreement), he must repay any
amounts paid to him with respect to the awards of his current
employer scheduled to vest in 2017, as well as any reimbursed
expenses related to his change in employment and relocation.
If Mr. Tandas employment ends on account of death, Mr. Tandas
estate will receive one-half of the base salary that Mr. Tanda
would have received until the second anniversary of his death.
If his employment ends due to the expiration of the Employment
Agreement as a result of non-renewal by the Company, Mr. Tanda
is entitled to receive an amount equal to one year’s base
salary, his target annual performance incentive and the
medical, disability and life insurance benefits he would have
otherwise received for a period of one year following the
expiration date. If Mr. Tanda is terminated without “cause,”
he is entitled to receive 1.5 times (i) his base salary then in
effect and (ii) the greater of (x) his target annual
performance incentive for the year in which he was terminated
and (y) the average of the annual performance incentives paid
to him for the two preceding years, paid in 18 equal monthly
installments, as well as the medical, disability and life
insurance benefits he would otherwise received for a period of
18 months following the termination date.
estate will receive one-half of the base salary that Mr. Tanda
would have received until the second anniversary of his death.
If his employment ends due to the expiration of the Employment
Agreement as a result of non-renewal by the Company, Mr. Tanda
is entitled to receive an amount equal to one year’s base
salary, his target annual performance incentive and the
medical, disability and life insurance benefits he would have
otherwise received for a period of one year following the
expiration date. If Mr. Tanda is terminated without “cause,”
he is entitled to receive 1.5 times (i) his base salary then in
effect and (ii) the greater of (x) his target annual
performance incentive for the year in which he was terminated
and (y) the average of the annual performance incentives paid
to him for the two preceding years, paid in 18 equal monthly
installments, as well as the medical, disability and life
insurance benefits he would otherwise received for a period of
18 months following the termination date.
After a change in control (as defined in the Employment
Agreement), if Mr. Tandas employment is terminated by the
Company or its successor other than for cause, disability or
death, or if Mr. Tanda terminates his employment for “good
reason,” in each case within two years following the change in
control, Mr. Tanda is entitled to receive a lump-sum payment
equal to (i) three times his highest annualized salary during
the 12 month period preceding the termination and (ii) three
times the average of the annual performance incentives in
respect of the three years immediately preceding the year in
which the change in control occurs, plus a prorated annual
performance incentive equal to an amount at least equal to the
average of the annual performance incentives in respect of the
three years immediately preceding the year in which the change
in control occurs, as well as the continuation of medical,
disability and life insurance benefits for three years.
Agreement), if Mr. Tandas employment is terminated by the
Company or its successor other than for cause, disability or
death, or if Mr. Tanda terminates his employment for “good
reason,” in each case within two years following the change in
control, Mr. Tanda is entitled to receive a lump-sum payment
equal to (i) three times his highest annualized salary during
the 12 month period preceding the termination and (ii) three
times the average of the annual performance incentives in
respect of the three years immediately preceding the year in
which the change in control occurs, plus a prorated annual
performance incentive equal to an amount at least equal to the
average of the annual performance incentives in respect of the
three years immediately preceding the year in which the change
in control occurs, as well as the continuation of medical,
disability and life insurance benefits for three years.
The Employment Agreement also contains certain noncompetition
and nonsolicitation covenants prohibiting Mr. Tanda from, among
other things, becoming employed by a competitor of the Company
for a period of 18 months or two years following termination
(depending on the nature of the termination).
and nonsolicitation covenants prohibiting Mr. Tanda from, among
other things, becoming employed by a competitor of the Company
for a period of 18 months or two years following termination
(depending on the nature of the termination).
The foregoing description of the Employment Agreement is
qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Stephen Hagge Letter Agreement
On November 21, 2016, in connection with the previously
announced retirement of Mr. Hagge that was scheduled to become
effective December 31, 2016, the Company and Mr. Hagge entered
into a letter agreement (the Letter Agreement). The Letter
Agreement provides that Mr. Hagge will continue to serve as the
Companys President and Chief Executive Officer from January 1,
2017 through March 31, 2017. During that term, upon the
appointment of Mr. Hagges successor, Mr. Hagge will remain an
employee of the Company, serving as Special Advisor to the
Chief Executive Officer, through the expiration of the term.
The Letter Agreement provides that, during its term, Mr. Hagge
is entitled to monthly payments of $100,000 and continued
welfare benefits and perquisite arrangements.
announced retirement of Mr. Hagge that was scheduled to become
effective December 31, 2016, the Company and Mr. Hagge entered
into a letter agreement (the Letter Agreement). The Letter
Agreement provides that Mr. Hagge will continue to serve as the
Companys President and Chief Executive Officer from January 1,
2017 through March 31, 2017. During that term, upon the
appointment of Mr. Hagges successor, Mr. Hagge will remain an
employee of the Company, serving as Special Advisor to the
Chief Executive Officer, through the expiration of the term.
The Letter Agreement provides that, during its term, Mr. Hagge
is entitled to monthly payments of $100,000 and continued
welfare benefits and perquisite arrangements.
The foregoing description of the Letter Agreement is
qualified in its entirety by reference to the full text of
the Letter Agreement, a copy of which is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.
qualified in its entirety by reference to the full text of
the Letter Agreement, a copy of which is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.
|
Item 7.01.
|
Regulation FD Disclosure.
|
A copy of the press release issued by the Company on November
22, 2016 announcing Mr. Tandas succession as President and
Chief Executive Officer of the Company is furnished herewith
as Exhibit 99.1.
22, 2016 announcing Mr. Tandas succession as President and
Chief Executive Officer of the Company is furnished herewith
as Exhibit 99.1.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits
| 10.1 |
Employment Agreement, dated November 21, 2016,
between AptarGroup, Inc. and Stephan Tanda |
| 10.2 |
Letter Agreement, dated November 21, 2016, between
AptarGroup, Inc. and Stephen Hagge |
99.1 Press release issued by AptarGroup, Inc. dated November
22, 2016
22, 2016
About AptarGroup, Inc. (NYSE:ATR)
AptarGroup, Inc. is a provider of a range of packaging, dispensing and sealing solutions, primarily for the beauty, personal care, home care, prescription drug, consumer healthcare, injectables, food and beverage markets. The Company has manufacturing facilities located in North America, Europe, Asia and South America. The Company’s segments include Beauty + Home, Pharma and Food + Beverage. It offers various dispensing and sealing solutions. Its primary products are dispensing pumps, closures and aerosol valves. It also manufactures and sells elastomer primary packaging components, which include stoppers for infusion, antibiotic, lyophilization and diagnostic vials. The Company’s elastomer components also include pre-filled syringe components, such as plungers, needle shields, tip caps and cartridges, as well as dropper bulbs and disposable syringe plungers. AptarGroup, Inc. (NYSE:ATR) Recent Trading Information
AptarGroup, Inc. (NYSE:ATR) closed its last trading session up +0.59 at 74.24 with 182,626 shares trading hands.
