Deltic Timber Corporation (NYSE:DEL) 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.
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Other Events. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
The information in the fifth and sixth paragraphs under Item
5.02(c) below is incorporated herein by reference.
(c)
On February 27, 2017, Deltic Timber Corporation (the Company)
announced the appointment of John D. Enlow as its new President
and Chief Executive Officer, effective March 8, 2017. Mr. Enlow,
age 49, most recently served as Vice President, Real Estate and
Southern Timberlands for Weyerhaeuser Company, from 2014 to 2016.
Prior to that, Mr. Enlow was employed by Rayonier Inc., which he
joined in 1997 and where he served as Region Director, Northern
and Region Director, Atlantic from 2012 to 2014, and Region
Director, Atlantic from 2007 to 2012. Mr. Enlow began his
professional career at Union Camp Corporation, where he was
employed from 1990 to 1997. He currently serves as a member of
the Board of Directors of the Georgia Forestry Association Wood
Supply Research Institute and Forest Resources Association. Mr.
Enlow received his B.S. in Forestry from Mississippi State
University in 1990 and his M.B.A. from Brenau University in 1992.
Mr. Enlow will receive an annual base salary of $500,000 and a
target annual incentive opportunity equal to 85% of his base
salary. He will receive a sign-on bonus of $75,000 and a sign-on
equity award with an aggregate value of $650,000, as follows: (i)
50% in performance-based restricted stock units which may be
earned at 0%-200% based on four-year performance targets to be
set by the Board of Directors; (ii) 25% in stock options vesting
in equal annual installments over four years; and (iii) 25% in
restricted stock cliff vesting after four years, in each case
subject to Mr. Enlows continued employment.
In the event that Mr. Enlows employment is terminated by the
Company without cause or by Mr. Enlow for good reason (as defined
in his offer letter), Mr. Enlow will be entitled to a severance
payment equal to one times his annual salary and target annual
incentive and pro rata vesting of his sign-on equity awards,
subject to performance through his termination date in the case
of his performance-based restricted stock units. In the event
such a termination occurs within two years following a change in
control of the Company, his severance will be two times his base
salary and target annual incentive, his sign-on equity award will
vest in full, subject to performance in the case of his
performance-based restricted stock units, and he will be entitled
to a pro rata annual incentive and outplacement benefits of up to
$20,000. Mr. Enlow will also be entitled to continuation of his
Company medical benefits for up to two years. These severance
benefits are subject to Mr. Enlows execution of a customary
release of claims in favor of the Company.
Mr. Enlows offer letter is attached hereto as Exhibit 10.1 and
the Companys press release announcing Mr. Enlows appointment is
attached hereto as Exhibit 99.1.
D. Mark Leland, who has served as interim President and Chief
Executive Officer of the Company since October 10, 2016, will
step down from that position upon effectiveness of Mr. Enlows
appointment. Thereafter, Mr. Leland will continue to serve as an
independent member of the Companys Board of Directors.
Separately, on February 21, 2017, Kenneth D. Mann, Vice
President, Finance and Administration, Treasurer and Chief
Financial Officer of the Company, was placed on administrative
leave and his responsibilities, including those as principal
financial officer, were assigned on an interim basis to Byrom L.
Walker, the Companys Controller and principal accounting officer.
Mr. Manns employment was terminated for cause by the Board of
Directors on February 24, 2017, at which time the Board formally
appointed Mr. Walker as interim Vice President, Finance and
Administration, Treasurer and Chief Financial Officer.
Mr. Walker, age 55, is continuing to serve as the Companys
Controller and principal accounting officer. Mr. Walker has
served as Controller since 2007. From 2006 to 2007, Mr. Walker
was Manager of Financial Reporting for the Company. Prior to
joining the Company, Mr. Walker was Corporate Controller for
Teris, LLC, a division of Suez S.A., a position he held from
2004. Mr. Walker received his B.A. in Accounting from Baylor
University.
(e)
The information in the second and third paragraphs under Item
5.02(c) above is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On February 20, 2017, Mr. Mann informed the Companys General
Counsel that he misappropriated certain Company assets for
personal use. As noted under Item 5.02(c), on February 21, 2017,
Mr. Mann was placed on administrative leave and on February 24,
2017 his employment was terminated for cause. Upon termination,
the Companys Board of Directors revoked all of Mr. Manns unvested
equity awards, his 2017 cash incentive bonus, and equity awards
that vested on February 20, 2017. The amount of assets Mr. Mann
indicated he misappropriated is not financially material to the
Company and is less than the value of the revoked cash incentive
bonus.
The Audit Committee of the Companys Board of Directors has
retained Davis Polk Wardwell LLP to assist in its review of
matters involving Mr. Mann. Upon conclusion of this review, the
Company intends to seek full reimbursement from Mr. Mann for all
misappropriated amounts.
Subject to information that may come to light in connection with
the Audit Committees ongoing review, the Company currently does
not expect that matters involving Mr. Mann will have a material
impact on its previously issued financial statements, and the
Company currently intends to file its Annual Report on Form 10-K
for the year ended December 31, 2016 by the due date therefor of
March 16, 2017.
The information in this Item 7.01 is being furnished and shall
not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (Exchange Act), or
otherwise subject to the liabilities of that Section and shall
not be incorporated by reference into any registration statement
or other document to the Securities Act of 1933, as amended, or
the Exchange Act, except as otherwise expressly stated in such
filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Offer letter to John Enlow. |
| 99.1 | Press release dated February 27, 2017. |
About Deltic Timber Corporation (NYSE:DEL)
Deltic Timber Corporation is a vertically integrated natural resources company. The Company is engaged in the growing and harvesting of timber and the manufacturing and marketing of lumber and medium density fiberboard (MDF). It operates through four segments: Woodlands, which manages all aspects of its timberlands, including harvesting and sale of timber, timberland sales and acquisitions, oil and gas revenues, timberland management and leasing of hunting land; Manufacturing, which consists of its approximately two sawmills that manufacture a range of softwood lumber products and the Del-Tin Fiber plant that produces MDF; Real Estate, which includes the Company’s approximately four real estate developments and a related country club operation, and Corporate, which consists of executive management and the staff functions. It is also engaged in real estate development in central Arkansas. Deltic Timber Corporation (NYSE:DEL) Recent Trading Information
Deltic Timber Corporation (NYSE:DEL) closed its last trading session down -3.93 at 77.10 with 80,850 shares trading hands.