INNOSPEC INC. (NASDAQ:IOSP) 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.
On June 1, 2019, the Board of Directors of Innospec Inc. (the Company) (i) increased the number of directors of the Company from seven (7) to eight (8) and (ii) effective as of July 1, 2019, appointed Ms. Claudia Poccia to serve as a Class I director of the Company until the 2020 annual meeting of stockholders of the Company. Ms. Poccia was also appointed to serve on the Companys Nominating and Corporate Governance Committee.
Ms. Poccia will participate in the standard compensation plan for non-employee directors which includes a cash retainer of $90,000 on an annualized basis, paid quarterly, beginning July 1, 2019. Ms. Poccia will also be eligible to receive an annual grant of stock options and full value awards under the Innospec Inc. 2018 Omnibus Long-Term Incentive Plan with an expected grant date value of $90,000 (with two-thirds of such awards to be granted as full-value awards and one-third to be granted as stock options with a fair market value exercise price set the date of grant). The options typically vest three years after the date of grant and will have a ten-year term. The full-value awards typically vest three years after the date of grant. As a non-employee director, she may also receive an additional daily fee of $2,000 for additional days provided at the specific request of the CEO.
There is no arrangement or understanding to which Ms. Poccia was selected as a director, and neither Ms. Poccia nor any member of her immediate family has had (or proposes to have) a direct or indirect interest in any transaction in which the Company or any of its subsidiaries was (or proposes to be) a participant, that would be required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release containing the announcement of Ms. Poccias appointment is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
|Press Release dated June 3, 2019.||Filed Herewith|