INNOPHOS HOLDINGS, INC. (NASDAQ:IPHS) 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 Departure of Directors or Certain officers; Election of
Directors: Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
granted/awarded (i) restricted shares of common stock, par value
$0.001 per share (Common Stock), (ii) non-qualified options to
purchase shares of Common Stock and (iii) performance shares
(contingent rights to obtain shares of Common Stock) to
participants in its 2009 Long Term Incentive Plan (the 2009
LTIP), including to the officers shown in the following table
(who are those current employees who were listed as named
executive officers under Securities and Exchange Commission rules
in the Companys proxy statement for its 2017 annual meeting of
stockholders) and in the amounts indicated:
|
Name and Title
|
Number of Restricted Shares
|
Number of Shares Underlying Options
|
Option Exercise Price Per Share
|
Target Number of Performance Shares
|
|
Kim Ann Mink
Chairman, Chief Executive Officer and President
|
12,021
|
40,235
|
$52.51
|
9,016
|
|
Han Kieftenbeld
Senior Vice President, Chief Financial Officer
|
3,003
|
10,051
|
$52.51
|
2,252
|
|
Jean Marie Mainente
Senior Vice President, Chief Human Resources Officer
|
1,428
|
4,778
|
$52.51
|
1,071
|
|
Amy Hartzell
Vice President, Supply Chain and Purchasing
|
3,059
|
$52.51
|
||
|
Yasef Murat
Senior Vice President, Global Manufacturing
|
1,224
|
4,097
|
$52.51
|
|
|
Mark Feuerbach*
Vice President, Investor Relations, Treasury, Financial
Planning Analysis |
1,290
|
4,319
|
$52.51
|
from December 4, 2015 to April 1, 2016.
Stock held in escrow pending distribution to participants as they
vest depending on time and continued service to the Company.
Awards of restricted shares made in 2017 vest in three equal
installments on March 31 of 2018, 2019 and 2020 (December 31 of
2017, 2018 and 2019 in the case of Dr. Mink). Like other
outstanding shares of Common Stock, restricted shares are
entitled to receive cash dividends as declared by the Board of
Directors and to be voted on stockholder matters by participants.
Generally, except for special circumstances, failure to remain
with the Company for the full vesting period causes unvested
shares to be forfeited.
at an exercise price equal to the closing price of the Common
Stock on the NASDAQ Global Select Stock Market on the date of
grant. Generally, the stock options granted in the 2017 program
vest in three equal installments on March 31 of 2018, 2019 and
2020 (December 31 of 2017, 2018 and 2019 in the case of Dr.
Mink). Vested options may be exercised in whole or in part, and,
for actively employed participants, those options that remain
unexercised will expire after ten years from the date of the
grant. Special circumstances for vesting and exercise apply for
different kinds of service terminations, as set forth in the
terms of the grant.
three year period January 1, 2017 through December 31, 2019. The
awards are expressed in terms of target numbers of shares of
Common Stock, but less or more (up to two times the target award)
than the number of target shares can be earned depending on
performance over the award cycle. Performance metrics for the
cycle include two equally weighted bonus factors, a free cash
flow bonus factor and a contribution margin as a percentage of
sales bonus factor. Overall payouts of performance shares will be
modified based on the Companys total stockholder return (TSR)
over the three year performance cycle as compared to the TSR
earned by the companies composing the Standard and Poors 500
Index during this same period. Dividend equivalents for earned
shares will be accrued during the performance period and paid out
in cash (after the end of the period) on shares, if distributed.
Generally, except for special circumstances, continued service
with the Company through the end of the cycle is required to
receive a full payout.
entitled to accelerated vesting and other enhanced rights in
connection with Changes in Control (as defined in the 2009 LTIP)
and the participants individual employment circumstances as
affected by the change. Awards of all three types that have not
yet vested are also subject to forfeiture in event former
employees violate any applicable non-compete covenants or do not
fulfill requirements during any remaining vesting period to
render assistance to the Company, as requested, in legal
proceedings.
LTIP (including each of the above grants) is filed herewith as
Exhibit 10.1 hereto.
|
Exhibit No.
|
Description
|
|
|
10.1
|
Form of Award Agreement under the 2009 LTIP
|
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About INNOPHOS HOLDINGS, INC. (NASDAQ:IPHS)
Innophos Holdings, Inc. is a producer of nutritional specialty ingredients with applications in food, beverage, dietary supplements, pharmaceutical, oral care and industrial end markets. The Company also provides bioactive mineral and nutritional ingredients. Its segments include Specialty Phosphates US & Canada, Specialty Phosphates Mexico, and GTSP & Other. The Specialty Phosphates US & Canada segment and Specialty Phosphates Mexico segment comprises product lines, such as Specialty Ingredients; Food and Technical Grade Purified Phosphoric Acid (PPA), and Technical Grade Sodium Tripolyphosphate (STPP) & Detergent Grade PPA. The GTSP & Other segment includes fertilizer co-product Granular Triple Super Phosphate (GTSP) and other non-specialty phosphate products. It produces a range of botanical, enzyme and mineral-based ingredients through various production processes, including spray drying, roller compactions, grinding, wet granulations, solvent extractions and custom blending. INNOPHOS HOLDINGS, INC. (NASDAQ:IPHS) Recent Trading Information
INNOPHOS HOLDINGS, INC. (NASDAQ:IPHS) closed its last trading session down -2.03 at 45.38 with 254,177 shares trading hands.
