CHART INDUSTRIES, INC. (NASDAQ:GTLS) 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 February 15, 2017, in connection with the Companys ongoing
efforts to achieve an orderly succession plan, the Board of
Directors of Chart Industries, Inc. (the Company) elected Samuel
F. Thomas, its current Chairman and Chief Executive Officer, to
the position of Executive Chairman of the Company effective as of
the Companys May 25, 2017 Annual Meeting of Stockholders (the
2017 Annual Meeting). Mr. Thomas will continue in this executive
officer role as the Companys Executive Chairman until the
Companys May 2018 Annual Meeting of Stockholders, at which time
Mr. Thomas will retire from all positions with the Company.
efforts to achieve an orderly succession plan, the Board of
Directors of Chart Industries, Inc. (the Company) elected Samuel
F. Thomas, its current Chairman and Chief Executive Officer, to
the position of Executive Chairman of the Company effective as of
the Companys May 25, 2017 Annual Meeting of Stockholders (the
2017 Annual Meeting). Mr. Thomas will continue in this executive
officer role as the Companys Executive Chairman until the
Companys May 2018 Annual Meeting of Stockholders, at which time
Mr. Thomas will retire from all positions with the Company.
In furtherance of the Boards succession planning objectives,
William C. Johnson, 53, the Companys current President and Chief
Operating Officer, has been elected as Chief Executive Officer
and President effective as of the 2017 Annual Meeting. Mr.
Johnson will report to the Board during the upcoming transition
period. The Board anticipates nominating Mr. Johnson as a
candidate for election as a Director of the Company at the 2017
Annual Meeting.
William C. Johnson, 53, the Companys current President and Chief
Operating Officer, has been elected as Chief Executive Officer
and President effective as of the 2017 Annual Meeting. Mr.
Johnson will report to the Board during the upcoming transition
period. The Board anticipates nominating Mr. Johnson as a
candidate for election as a Director of the Company at the 2017
Annual Meeting.
Mr. Johnson has served as the Companys President and Chief
Operating Officer since July 13, 2016. Prior to joining the
Company, Mr. Johnson held multiple executive positions at Dover
Refrigeration Food Equipment, Inc. a subsidiary of Dover
Corporation, most recently as President and Chief Executive
Officer. There are no arrangements or undertakings between Mr.
Johnson and any other persons to which he was selected to serve
as the Companys Chief Executive Officer and President, nor are
there any family relationships between Mr. Johnson and any of the
Companys directors or executive officers. Mr. Johnson has no
material interest in any transactions, relationships or
arrangements with the Company that would require disclosure under
Item 404(a) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act).
Operating Officer since July 13, 2016. Prior to joining the
Company, Mr. Johnson held multiple executive positions at Dover
Refrigeration Food Equipment, Inc. a subsidiary of Dover
Corporation, most recently as President and Chief Executive
Officer. There are no arrangements or undertakings between Mr.
Johnson and any other persons to which he was selected to serve
as the Companys Chief Executive Officer and President, nor are
there any family relationships between Mr. Johnson and any of the
Companys directors or executive officers. Mr. Johnson has no
material interest in any transactions, relationships or
arrangements with the Company that would require disclosure under
Item 404(a) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act).
The Board will review Mr. Thomass and Mr. Johnsons compensation
arrangements in the coming months in connection with the Boards
customary process of evaluating and establishing executive
compensation, including any possible modifications with respect
to these appointments.
arrangements in the coming months in connection with the Boards
customary process of evaluating and establishing executive
compensation, including any possible modifications with respect
to these appointments.
In connection with the Companys planned corporate headquarters
relocation described below in Item 8.01, Kenneth J. Webster, the
Companys current Vice President and Chief Financial Officer,
informed the Company of his intent not to relocate to the Canton,
Georgia facilities. As a result and in order to expedite the
pursuit of other opportunities, Mr. Webster will step down from
his position as Vice President and Chief Financial Officer
effective as of March 1, 2017. Mr. Webster will continue
thereafter as a non-executive employee of the Company until May
5, 2017, at which time Mr. Websters employment with the Company
will terminate. to the terms of the Employment Agreement entered
into by and between the Company and Mr. Webster on February 26,
2008, as amended, including most recently on April 15, 2016 in
connection with his appointment as Chief Financial Officer, Mr.
Websters departure from his current position will be treated as a
resignation from such position with Good Reason thereunder, and
Mr. Webster shall be entitled to the corresponding compensation
and benefits associated therewith.
relocation described below in Item 8.01, Kenneth J. Webster, the
Companys current Vice President and Chief Financial Officer,
informed the Company of his intent not to relocate to the Canton,
Georgia facilities. As a result and in order to expedite the
pursuit of other opportunities, Mr. Webster will step down from
his position as Vice President and Chief Financial Officer
effective as of March 1, 2017. Mr. Webster will continue
thereafter as a non-executive employee of the Company until May
5, 2017, at which time Mr. Websters employment with the Company
will terminate. to the terms of the Employment Agreement entered
into by and between the Company and Mr. Webster on February 26,
2008, as amended, including most recently on April 15, 2016 in
connection with his appointment as Chief Financial Officer, Mr.
Websters departure from his current position will be treated as a
resignation from such position with Good Reason thereunder, and
Mr. Webster shall be entitled to the corresponding compensation
and benefits associated therewith.
Jillian C. Evanko, the Companys recently appointed Vice
President of Finance, will assist Mr. Webster in the transition
of his duties and the financial reporting function. As a
result, on February 15, 2017, the Board elected Ms. Evanko as
the Companys Chief Financial Officer, effective as of March 1,
2017. Ms. Evanko, 39, joined the Company on February 13, 2017
after serving as the Vice President of Truck-Lite Co., LLC
since October 2016, prior to which Ms. Evanko held multiple
executive positions at Dover Corporation and its subsidiaries,
including the role of Vice President and Chief Financial
Officer of Dover Fluids since January 2014. Prior to joining
Dover in 2004, Ms. Evanko worked in valuation services at
Arthur Andersen, LLP and also held audit and accounting roles
for Honeywell and Sony Corporation of America.
President of Finance, will assist Mr. Webster in the transition
of his duties and the financial reporting function. As a
result, on February 15, 2017, the Board elected Ms. Evanko as
the Companys Chief Financial Officer, effective as of March 1,
2017. Ms. Evanko, 39, joined the Company on February 13, 2017
after serving as the Vice President of Truck-Lite Co., LLC
since October 2016, prior to which Ms. Evanko held multiple
executive positions at Dover Corporation and its subsidiaries,
including the role of Vice President and Chief Financial
Officer of Dover Fluids since January 2014. Prior to joining
Dover in 2004, Ms. Evanko worked in valuation services at
Arthur Andersen, LLP and also held audit and accounting roles
for Honeywell and Sony Corporation of America.
In connection with Ms. Evankos joining the Company as Vice
President of Finance, Ms. Evanko will receive a one-time
signing bonus of $300,000. The Company and Ms. Evanko have also
agreed to the terms of an employment agreement (the Employment
Agreement), which will continue to govern the terms of Ms.
Evankos employment in her position as Chief Financial Officer.
The principal terms of the Employment Agreement provide that:
President of Finance, Ms. Evanko will receive a one-time
signing bonus of $300,000. The Company and Ms. Evanko have also
agreed to the terms of an employment agreement (the Employment
Agreement), which will continue to govern the terms of Ms.
Evankos employment in her position as Chief Financial Officer.
The principal terms of the Employment Agreement provide that:
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Ms. Evankos salary will be $415,000 on an annualized
basis, commencing on February 13, 2017; |
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Ms. Evankos target incentive amount for 2017 under the
Companys annual cash incentive program will be 65% of her salary; |
|
Ms. Evankos target long-term incentive award made to the
Companys Amended and Restated 2009 Omnibus Equity Plan (the Omnibus Equity Plan) will be 50% of her salary; and Ms. Evanko will accordingly be granted an equity award under the Omnibus Equity Plan of 12,320 nonqualified stock options, 3,680 restricted stock units and 2,450 performance share units; |
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Ms. Evanko will receive a car allowance of $12,000 per
annum; and |
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Consistent with severance terms of other similarly
situated executives of the Company, Ms. Evanko will receive severance protection terms of 1.5 times her base salary, cash incentive bonus and benefits in a non-change in control setting, and of 2 times her base salary, cash incentive bonus and benefits in a change in control setting. |
The foregoing description of the Employment Agreement is not
complete and is qualified in its entirety by reference to the
Employment Agreement, which will be filed as an exhibit to the
Companys next Quarterly Report on Form 10-Q and is incorporated
herein by reference.
complete and is qualified in its entirety by reference to the
Employment Agreement, which will be filed as an exhibit to the
Companys next Quarterly Report on Form 10-Q and is incorporated
herein by reference.
There are no arrangements or undertakings between Ms. Evanko
and any other persons to which she was selected to serve as the
Companys Chief Financial Officer, nor are there any family
relationships between Ms. Evanko and any of the Companys
directors or executive officers. Ms. Evanko has no material
interest in any transactions, relationships or arrangements
with the Company that would require disclosure under Item
404(a) of Regulation S-K promulgated under the Exchange Act.
and any other persons to which she was selected to serve as the
Companys Chief Financial Officer, nor are there any family
relationships between Ms. Evanko and any of the Companys
directors or executive officers. Ms. Evanko has no material
interest in any transactions, relationships or arrangements
with the Company that would require disclosure under Item
404(a) of Regulation S-K promulgated under the Exchange Act.
Item 8.01 Other Events.
In connection with the Companys continued efforts to
consolidate its facilities and better align corporate
functions with its operating business, the Company will
relocate its corporate headquarters from Garfield Heights,
Ohio to the Companys existing facilities in Canton, Georgia.
The move, which will allow the Company to more broadly
utilize a shared services model across the Companys three
business units, is expected to be accomplished by the end of
the fourth quarter of 2017.
consolidate its facilities and better align corporate
functions with its operating business, the Company will
relocate its corporate headquarters from Garfield Heights,
Ohio to the Companys existing facilities in Canton, Georgia.
The move, which will allow the Company to more broadly
utilize a shared services model across the Companys three
business units, is expected to be accomplished by the end of
the fourth quarter of 2017.
About CHART INDUSTRIES, INC. (NASDAQ:GTLS)
Chart Industries, Inc. (Chart) is a diversified manufacturer of engineered equipment for the industrial gas, energy, and biomedical industries. The Company’s equipment and engineered systems are used for low-temperature and cryogenic applications. It operates through three segments, including Energy & Chemicals (E&C), Distribution & Storage (D&S), and BioMedical. The Company’s products include vacuum insulated containment vessels, heat exchangers, cold boxes, other cryogenic components and equipment for respiratory therapy. The Company’s E&C and D&S segment’s manufacture products used primarily in energy-related and industrial applications, such as the separation, liquefaction, distribution and storage of hydrocarbon and industrial gases. The Company, through its BioMedical segment, supplies cryogenic and other equipment used in respiratory healthcare and life sciences, including biological research and animal breeding. CHART INDUSTRIES, INC. (NASDAQ:GTLS) Recent Trading Information
CHART INDUSTRIES, INC. (NASDAQ:GTLS) closed its last trading session down -1.21 at 38.51 with 385,186 shares trading hands.
