AXALTA COATING SYSTEMS LTD. (NYSE:AXTA) 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.
Resignation of Director Lori J. Ryerkerk
On May 29, 2019, Lori J. Ryerkerk informed Axalta Coating Systems Ltd. (“Axalta” or the “Company”) that she is resigning from the Board of Directors (the “Board”) effective as of such date, following her appointment as Chief Executive Officer of Celanese Corporation.
Appointment of Director William M. Cook
On May 30, 2019, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed William M. Cook to the Board as a Class II director, with a term expiring at Axalta’s 2021 annual general meeting of members.
Mr. Cook has been appointed to the Audit Committee and Environment, Health, Safety & Sustainability Committee of the Board, effective as of May 30, 2019. Prior to his appointment, the Board concluded that Mr. Cook satisfies all of the applicable independence requirements of Axalta, the New York Stock Exchange and the Securities and Exchange Commission (the “SEC”). Mr. Cook currently serves as Lead Director and on the audit committee of IDEX Corporation and as non-Executive Chairman of the Board and on the audit committee of Neenah, Inc. Mr. Cook is the retired Executive Chairman and former Chairman, CEO and President of Donaldson Company Inc.
Upon his appointment to the Board, Mr. Cook became entitled to receive the annual cash stipend for non-employee directors in the amount of $75,000, payable quarterly in arrears and prorated for partial service in the quarter. Mr. Cook was also granted restricted stock units (“RSUs”) under the Axalta Coating Systems Ltd. Amended and Restated 2014 Incentive Award Plan with a grant date fair value of approximately $118,356, which is based upon a $200,000 annual grant amount, prorated based on the number of days remaining in the calendar year on his date of appointment to the Board divided by 365 and rounded to the nearest whole share, which RSUs shall vest 50% on the first anniversary of the grant date. In addition, Mr. Cook and Axalta will enter into Axalta’s standard form of director Indemnification and Advancement Agreement, which was filed with the SEC on July 26, 2018 as Exhibit 10.67 to Axalta’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-36733).
There are no arrangements or understandings between Mr. Cook and any other persons to which Mr. Cook was named as director. There are no transactions between Mr. Cook and the Company that would be reportable under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On May 30, 2019, Axalta issued a press release announcing the appointment of Mr. Cook to the Board and Ms. Ryerkerk’s resignation from the Board. The press release is furnished as Exhibit 99.1 to this Item 7.01. The information furnished with this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Axalta Coating Systems Ltd. Exhibit
EX-99.1 2 a20195308-kxexhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 News Release Axalta Coating SystemsTwo Commerce Square2001 Market StreetSuite 3600Philadelphia,…
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About AXALTA COATING SYSTEMS LTD. (NYSE:AXTA)
Axalta Coating Systems Ltd. is a holding company. The Company is a manufacturer, marketer and distributor of coatings systems primarily serving the transportation industry. Its segments include Performance Coatings and Transportation Coatings. The Company, through its Performance Coatings segment, provides liquid and powder coatings solutions to a fragmented and local customer base. The Company, through its Transportation Coatings segment, provides coating technologies to original equipment manufacturers (OEMs) of light and commercial vehicles. It develops, manufactures and supplies liquid and powder coatings for a number of applications in the industrial end market. It develops, markets and supplies a portfolio of coatings systems and color matching technologies. It offers waterborne and solventborne products and systems used by the global automotive repair industry to refinish damaged vehicles. Its brands include Voltatex, Alesta, Nap-Gard, Abcite and Imron.
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