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 March6, 2018, the Board of Directors (the “Board”) of Horizon Global Corporation (the “Company”) increased the size of the Board from seven to nine directors and appointed David A. Roberts and Maximiliane C. Straub to fill the newly created directorships effective immediately. Mr. Roberts and Ms. Straub will serve as directors of the Company until the expiration of their term on the date of the Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”), and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Mr. Roberts and Ms. Straub were also appointed to the Board’s Audit Committee, Compensation Committee and Corporate Governance & Nominating Committee (the “Governance Committee”).
Asnon-employeedirectors, Mr. Roberts and Ms. Straub will receive compensation in the same manner as the Company’s othernon-employee directors, which compensation the Company disclosed in its definitive proxy statement for its 2017 annual meeting of stockholders filed with the Securities and Exchange Commission on April 4, 2017.
Mr. Roberts is currently chair of Carlisle Companies, a diversified manufacturing company producing products for various markets. Ms. Straub holds the position of executive vice president for finance, controlling and administration, North America, and chief financial officer of Robert Bosch LLC, a subsidiary of Robert Bosch GmbH, a leading global supplier of technology and services.
Additionally, on March 6, 2018, the Board announced that David C. Dauch and Samuel Valenti III, currently directors on the Company’s Board, with terms expiring at the Company’s 2018 Annual Meeting, will not stand for re-election at the 2018 Annual Meeting.
Mr. Dauch currently serves on the Board’s Compensation Committee and chairs the Governance Committee, and his service in those roles will also end effective as of the 2018 Annual Meeting. Mr. Valenti serves on the Board’s Audit Committee, Compensation Committee and Governance Committee, and his service in those roles will also end effective as of the 2018 Annual Meeting. Messrs. Dauch and Valenti’s retirement from the Board did not result from a disagreement with the Company.
The Board expressed its thanks to Mr. Dauch and Mr. Valenti for their service to the Board.
A copy of the Company’s press release announcing the appointment of Mr. Roberts and Ms. Straub, and the departure of Messrs. Dauch and Valenti is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 6, 2018, the Board approved and adopted amended and restated bylaws (as amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws became effective immediately upon the Board’s approval and amend Article II, Section 3 to clarify a plurality voting standard for the election of directors.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, attached hereto as Exhibit 3.1 and incorporated herein by reference. A copy marked to show changes included in the Amendment is attached as Exhibit 3.2.
Item 7.01 Regulation FD Disclosure.
On March 12, 2018, the Company issued a press release announcing the appointment of Mr. Roberts and Ms. Straub, and the departure of Messrs. Dauch and Valenti. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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. The following exhibits are filed herewith:
Horizon Global Corp ExhibitEX-3.1 2 exhibit31hznamendedrestate.htm EXHIBIT 3.1 AMENDED RESTATED BYLAWS Exhibit Exhibit 3.1AMENDED AND RESTATED HORIZON GLOBAL CORPORATION BYLAWS ARTICLE IOFFICESSECTION 1. Registered Office. The registered office of “HORIZON GLOBAL CORPORATION”,…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.