CSW INDUSTRIALS, INC. (NASDAQ:CSWI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Election of Director

On December12, 2016, CSW Industrials, Inc. (the Company)
announced that J. Kent Sweezey has been elected by the Companys
Board of Directors (the Board) as a new member of the Board,
effective December9, 2016. Mr.Sweezey, 64, is a founding partner
of Turnbridge Capital, LLC, an energy services, equipment and
infrastructure-focused private equity firm, which was founded in
2008. He currently serves as a member of boards of directors of
Impact Selector, Inc., on which he has served since December
2014, and DeBusk Services Group, on which he has served since
June 2016. Prior to co-founding Turnbridge Capital, Mr.Sweezey
served as the Managing Partner of Centre Southwest Partners, LLC,
a middle-market private equity firm focused primarily on energy
services and equipment-related investments.

In connection with his election to the Board, Mr.Sweezey has also
been appointed as a member of the Audit, Compensation and Talent
Development, and Nominating and Corporate Governance Committees
of the Board. to Article VII, Section1 of the Companys
Certificate of Incorporation (the Charter), Mr.Sweezey is
appointed to the class of directors whose term of office expires
at the 2019 annual meeting of shareholders.

The Board has made an affirmative determination that Mr.Sweezey
qualifies as an independent director under Nasdaq rules and the
Companys standards for director independence. There is no
arrangement or understanding between Mr.Sweezey and any other
person to which he was to be selected as a director. There have
been no transactions directly or indirectly involving Mr.Sweezey
that would be required to be disclosed to Item404(a) of
Regulation S-K under the Securities Exchange Act of 1934.

Mr.Sweezey will be compensated for his service on the Board in
accordance with the Companys compensatory and other arrangements
for non-employee directors, which are described in detail in the
Companys definitive proxy statement dated July6, 2016, under the
heading Board of Directors Compensation.

A copy of the press release issued by the Company announcing the
election of Mr.Sweezey is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated into this report
by reference.

Adoption of Change in Control and Severance
Plan

Effective December9, 2016, the Board approved a Change in Control
and Severance Benefit Plan (the CIC/Severance Plan) applicable to
the Companys executive officers, to provide executives and the
Companys shareholders with certainty and consistency regarding
potential payments and other benefits in the event of an
executives termination of employment without cause or for good
reason, in connection with a change in control, or upon death or
disability. The CIC/Severance Plan provides two levels of
benefits: Level 1, which as of the date hereof is reserved for
the Chairman and Chief Executive Officer; and Level 2, which as
of the date hereof is reserved for the Companys other executive
officers.

In the event of a termination of employment without cause by the
Company or for good reason by the executive (each as defined in
the CIC/Severance Plan), an executive will be entitled to receive
a cash payment equal to two times base salary, in the case of a
Level 1 executive, or one times base salary, in the case of a
Level 2 executive, plus, in each case, an amount equal to the
executives applicable annual incentive bonus amount (determined
as set forth in the CIC/Severance Plan), pro-rated for the number
of days completed in the fiscal year (a pro rata bonus). Further,
all equity-based awards held by an eligible individual which have
a vesting date within two years of termination, in the case of a
Level 1 executive, or within one year of termination, in the case
of a Level 2 executive, shall immediately vest, except in the
case of awards that remain subject to objective performance-based
determinations with an end date within the aforementioned time
frames, which will remain outstanding and vest only to the extent
such performance criteria have been satisfied. All other
outstanding equity-based awards will be forfeited. Additionally,
an executive and his or her eligible dependents will be entitled
to receive continued medical and dental insurance coverage until
the earlier of (A)acceptance of full-time employment with another
entity or (B)the 24-month anniversary of termination, in the case
of a Level 1 executive, or 12-month anniversary of termination,
in the case of a Level 2 executive.

In the event of a termination of employment without cause by the
Company or for good reason by the executive within two years
following a change in control (as defined in the Companys 2015
Equity and Incentive Compensation Plan), an executive will be
entitled to receive (1)a pro rata bonus plus (2)a lump sum cash
payment equal to three times, in the case of a Level 1 executive,
or two times, in the case of a Level 2 executive, an amount equal
to the sum of (A)12 months base salary and (B)the executives
applicable annual incentive program target. Additionally, an
executive and his or her eligible dependents will be entitled to
receive

continued medical and dental insurance coverage until the earlier
of (A)acceptance of full time employment with another entity or
(B)the 24 month anniversary of termination. In any case
concerning a change in control, no cash payments will be made
without a related termination of employment.

In the event of an executives termination of employment due to
death or disability, such executive will be entitled to receive a
pro rata bonus. Additionally, an executive and his or her
eligible dependents will be entitled to receive continued medical
and dental insurance coverage until the 12-month anniversary of
termination.

Except to the extent modified by the preceding description, the
treatment of equity-based awards upon an executives termination
continue to be determined in accordance with the terms of the
applicable award agreements. Additionally, no executive will
receive benefits under the CIC/Severance Plan in connection with
such executives termination unless and until the executive (or
his or her estate) executes and delivers a release of claims
agreement to the Company.

Additionally, the CIC/Severance Plan does not contemplate gross
up payments. Instead, under a best of net provision in the
CIC/Severance Plan, if any payments or benefits to which an
executive officer is entitled are likely subject to the tax
imposed by Section4999 of the Internal Revenue Code of 1986, as
amended, the payment will (1)be reduced such that Section4999
does not apply or (2)be paid in full, whichever produces the
better net after tax position, as determined by the Board in good
faith.

In connection with the adoption of the CIC/Severance Plan, the
Board terminated the existing Without Cause Termination Severance
Agreements in place with each of Christopher Mudd, President and
Chief Operating Officer, and Luke Alverson, Senior Vice
President, General Counsel and Secretary, effective December9,
2016. The terms of Joseph Armes Employment Agreement dated
October1, 2015, which contains, among other things,
severance-related provisions, remain unchanged. The CIC/Severance
Plan contains a non-exclusivity clause, providing that if an
eligible individual is covered by another agreement providing for
payments or benefits upon the occurrence of any one or more
scenarios addressed by the CIC/Severance Plan, then the eligible
individual is entitled to receive payments under either the
CIC/Severance Plan or the alternative agreement.

The foregoing summary of the CIC/Severance Plan is qualified in
its entirety by reference to the terms of the Change in Control
and Severance Benefit Plan, a copy of which is filed as
Exhibit10.1 to this Current Report on Form 8-K, and is
incorporated into this report by reference.

Amendment to Equity Compensation Plan

Effective December9, 2016, and in connection with the adoption of
the CIC/Severance Plan, the Board amended the definition of
Change in Control set forth in Section12 of the Companys 2015
Equity and Incentive Compensation Plan (the Equity Plan). The
amendment, among other things: (i)conforms the definitions of
person, group and beneficial ownership to those contained within
the Securities Exchange Act of 1934; (ii)adds a trigger for the
acquisition by a person or group of more than 50% of the total
fair market value or total voting power of the Companys
securities; (iii)modifies the trigger for a consolidation or
merger to mean the lack of beneficial ownership representing at
least a majority of the outstanding common stock or voting power
of the surviving entity, which conforms the ownership standard
with the existing sale of assets trigger; and (iv)adds a trigger
for a shareholder-approved plan or proposal for liquidation or
dissolution of the Company. In addition, the amendment makes
other changes to the definition to clarify the existing language
and the applicability of existing terms.

The foregoing summary of the changes to Section12 of the Equity
Plan is qualified in its entirety by reference to the terms of
the Amended and Restated 2015 Equity and Incentive Compensation
Plan, a copy of which is filed as Exhibit 10.2 to this Current
Report on Form 8-K, and is incorporated into this report by
reference.

Item8.01 Other Events.

On December12, 2016, the Company issued a press release
announcing that the Board plans to make certain enhancements to
the Companys governance structure through submitting proposed
amendments to the Charter to the Companys shareholders for
approval at the Companys next annual shareholders meeting. The
proposed Charter amendments address removing the Boards
classified structure and transitioning to annual elections as
existing director terms of office expire, and implementing a
majority voting standard for uncontested director elections.

A copy of the press release issued by the Company announcing the
Boards plans to enhance corporate governance is attached as
Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated herein by reference.

(d) Exhibits.

About CSW INDUSTRIALS, INC. (NASDAQ:CSWI)

CSW Industrials, Inc. (CSWI) is a diversified industrial growth company. The Company operates through three segments: Industrial Products; Coatings, Sealants & Adhesives, and Specialty Chemicals. The Industrial Products segment consists of specialty mechanical products; fire and smoke protection products; architecturally specified building products, and storage, filtration and application equipment. The Coatings, Sealants & Adhesives segment comprises coatings and penetrants, pipe thread sealants, firestopping sealants, and caulks and adhesives/solvent cements. The Specialty Chemicals segment manufactures and supplies specialized consumables that impart or enhance properties, such as lubricity, anti-seize qualities, friction and heat control. Markets that it serves include HVAC, industrial, rail, plumbing, architecturally specified building products, energy, mining and other general industrial markets.

CSW INDUSTRIALS, INC. (NASDAQ:CSWI) Recent Trading Information

CSW INDUSTRIALS, INC. (NASDAQ:CSWI) closed its last trading session down -0.40 at 36.60 with 194,363 shares trading hands.