Horizon Global Corporation (NYSE:HZN) 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.
On May 8, 2018, A. Mark Zeffiro, was terminated without cause from his roles as President and Chief Executive Officer of Horizon Global Corporation (the “Company”), and tendered his resignation as a director of the Company, which resignation was accepted by the Company effective immediately. The Company will provide Mr. Zeffiro with the severance benefits available to the Company’s Executive Severance/Change of Control Policy, disclosed in the Company’s definitive proxy statement, filed on April 3, 2018, and may enter into a separation agreement with Mr. Zeffiro. In connection with Mr. Zeffiro’s resignation as a director of the Company, the board of directors of the Company (the “Board”) reduced the size of the Board from nine to eight members.
On May 8, 2018, in connection with the termination without cause of Mr. Zeffiro as President and Chief Executive Officer, the Board appointed Carl Bizon to serve as Interim President and Chief Executive Officer and James Tindell to serve as Interim President of the Americas, in addition to his role as Divisional Finance Officer, effective immediately. Messrs. Bizon and Tindell did not enter into any agreements with the Company in connection with their appointments, except that Mr. Bizon entered into the Company's standard indemnification agreement for executive officers.
Mr. Bizon joined Horizon Global in January 2018 as President of Horizon Americas. Prior to Horizon Global’s spin-off from its former parent company, TriMas Corporation (“TriMas”), Mr. Bizon led its international businesses from 2008 to 2015, including both Europe-Africa and Asia-Pacific. Before re-joining the Company, Mr. Bizon served as Chief Executive Officer at Jayco Corporation, Australia’s largest manufacturer of camper trailers, caravans and motorhomes. Prior to TriMas, Mr. Bizon developed a strong knowledge and skill set in the areas of sales, manufacturing, customer management, product development, IT and large-scale project management at companies such as GWA International, Stramit Industries and Tubemakers. Mr. Bizon brings extensive experience in the manufacturing sector and expertise in operations.
Mr. Bizon will continue to receive his salary at his current annual base rate of $375,000.00 and will receive (i) an equity grant of service-based restricted stock units under the Horizon Global Corporation Amended and Restated 2015 Equity and Incentive Compensation Plan with a value of $100,000 on the date of such grant; (ii) a cash bonus in the amount of $50,000, payable on May 25, 2018; and (iii) a cash bonus in the amount of $75,000, payable upon the earlier of (a) December 31, 2018 and (b) the date on which an individual, other than Carl Bizon, is named Chief Executive Officer of the Company.
Item 7.01 Regulation FD Disclosure.
On May 8, 2018, the Company issued a press release announcing the appointment of Mr. Bizon and the separation of Mr. Zeffiro. A copy of the press release is attached hereto as Exhibit99.1 and incorporated herein by reference. The press release is also available on the Corporation's website at www.horizonglobal.com.
The information in this Item 7.01 on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit No. |
Description |
|
99.1 |
Press Release dated May 8, 2018
|
Horizon Global Corp ExhibitEX-99.1 2 hzn05-08x2018lcpressrelease.htm EXHIBIT 99.1 PRESS RELEASE Exhibit FOR IMMEDIATE RELEASE CONTACT:Christi Cowdin Director,…To view the full exhibit click here
About Horizon Global Corporation (NYSE:HZN)
Horizon Global Corporation is a designer, manufacturer and distributor of a range of custom-engineered towing, trailering, cargo management and other related accessory products serving the automotive aftermarket, retail and original equipment (OE) channels. The Company operates through two segments: Cequent Americas and Cequent APEA. The Cequent Americas segment consists of two operating segments: Cequent Performance Products (CPP), a manufacturer of aftermarket and original equipment manufacturer (OEM) towing and trailering products and accessories, and Cequent Consumer Products (CCP), a provider of towing, trailering, vehicle protection and cargo management solutions serving the end user through retailers. The Cequent Americas segment has operates in North America, and its towing and trailering-related products are sold through retail, aftermarket and OE channels. The Cequent APEA segment focuses its sales and manufacturing efforts outside of the Americas, operating in Australia.