HAYNES INTERNATIONAL,INC. (NASDAQ:HAYN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Mark M. Comerford, President and Chief Executive Officer and a director of Haynes International,Inc. (the “Company”), has informed the Board of Directors of the Company (the “Board”) of his intention to retire. In connection with Mr.Comerford’s retirement, Mr.Comerford and the Company entered into a Resignation and General Release Agreement (the “Retirement Agreement”). Under the Retirement Agreement, Mr.Comerford resigned from all positions he held as an officer or director of the Company or any of its subsidiaries and as a member of the Board effective as of May29, 2018 (the “Resignation Date”) and will serve as an advisor to the Chief Executive Officer of the Company until September30, 2018. Between the Resignation Date and September30, 2018, Mr.Comerford will continue to receive his base salary at the same rate as in effect on the Resignation Date and will continue to participate in the employee health and welfare benefit plans offered by the Company to its employees, subject to the terms and conditions of such plans.
Under the Retirement Agreement, and subject to the terms thereof, following Mr.Comerford’s departure he will be entitled to (i)payment of earned but unpaid salary and reimbursement for outstanding reimbursable business expenses, (ii)cash payments totaling $1,379,555, $961,730 of which will be paid in equal installments during the 20 month period following his departure, (iii)exercise certain vested and exercisable stock options until the earlier of November30, 2018 or the expiration date of such stock options, (iv)acceleration of vesting of a pro rata portion (based on service by Mr.Comerford from the grant date through the Resignation Date) of certain time-based restricted shares, (v)retention of his existing interest in a pro rata portion (based on service by Mr.Comerford from the grant date through the Resignation Date) of certain performance-based restricted stock awards and performance share awards, which awards shall remain subject to the conditions and restrictions, including the achievement of performance targets, set forth in the respective award agreements, and (vi)participate with his spouse in the Haynes International,Inc. Medical Plan for Retirees, subject to the terms and conditions of that plan. The Retirement Agreement provides for a general release of claims by Mr.Comerford in favor of the Company and certain non-competition, non-solicitation, non-disparagement, confidentiality and cooperation undertakings. The foregoing summary of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the Retirement Agreement, a copy of which will be filed with the Company’s report on Form10-Q for the quarterly period ended June30, 2018.
Effective as of May29, 2018, the Company’s Board of Directors (the “Board”) appointed Michael L. Shor, age 58 interim President and Chief Executive Officer of the Company. Mr.Shor also will continue to serve in his role as Chairman of the Board of the Company. There are no arrangements or understandings between Mr.Shor and any other persons to which he was selected as an officer, and he has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a)of Regulation S-K.
Mr.Shor has been a director of the Company since August1, 2012. Mr.Shor retired as Executive Vice President—Advanced Metals Operations& Premium Alloys Operations of Carpenter Technology Corporation on July1, 2011 after a thirty-year career with Carpenter Technology. At Carpenter, Mr.Shor held managerial positions in technology, marketing and operations before assuming full responsibility for the performance of the Company’s operating divisions. From November2016 through February2018, Mr.Shor was a member of the board of AG&E Holdings Inc. (OTC-QB: AGNU), a leading parts distributor and service provider to the casino and gaming industry. In connection with his appointment, Mr.Shor resigned as a member of the Corporate Governance and Nominating Committee of the Company’s Board. The Board believes Mr.Shor’s extensive management experience, and specific specialty materials experience, well situate him for his interim role as President and Chief Executive Officer and in his continuing role as Chairman of the Board.
Compensation arrangements for Mr.Shor in his role as interim President and Chief Executive Officer have not yet been determined.