KEMET Corporation (NYSE:KEM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

KEMET Corporation (NYSE:KEM) 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 30, 2018, Joseph V. Borruso informed KEMET Corporation (the “Company”) that he was resigning from the Company’s Board of Directors (the “Board”). Mr. Borruso also resigned from the board of directors of KEMET Electronics Corporation, a wholly owned subsidiary of the Company (“KEC”). Mr. Borruso’s resignations were accepted by the respective boards and became effective on May 30, 2018. Mr. Borruso informed the boards that he was resigning for personal and health reasons and not due to any disagreement with, or any matter relating to, the operations, policies or practices of, the Company. Prior to his resignations, the Board determined to accelerate the vesting of 10,000 RSUs of the Company that were scheduled to vest on July 24, 2018, to vest immediately prior to his resignations. Mr. Borruso, age 78, has served on each board since March of 2008.

Following the resignations of Mr. Borruso, also on May 30, 2018, the Board elected Karen Rogge as a Director to the Board to fill the resulting vacancy created by Mr. Borruso’s resignation. Ms. Rogge was also elected as a Director to the board of KEC. The Company issued a press release announcing the changes in the Board, which is filed as Exhibit 99.1.

Ms. Rogge has been placed in the Director Class of 2020, and has been appointed to the Audit Committee of the Board. As compensation for her services on the Board, Ms. Rogge will receive compensation consistent with the Company’s current compensatory arrangement for non-employee directors, as described under the heading “Compensation of Directors” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on June 19, 2017. Ms. Rogge will also enter into a director Indemnification Agreement, the current form of which is filed as Exhibit 99.2.

The Board has determined that Ms. Rogge qualifies as an “independent director,” as that term is defined in Item 407(a) of Regulation S-K, and also determined, after a review of her qualifications, that Ms. Rogge is an “audit committee financial expert” serving on the Audit Committee within the meaning of the Securities and Exchange Commission rules and regulations.

Item 5.02 Financial Statements and Exhibits

(a.) Not Applicable

(b.) Not Applicable

(c.) Not Applicable

(d.) Exhibits

KEMET CORP ExhibitEX-99.1 2 fy2019_q1xex991xnewsreleas.htm EXHIBIT 99.1 Exhibit         Exhibit 99.1 News Release  FOR IMMEDIATE RELEASE Contact:William M. Lowe,…To view the full exhibit click here
About KEMET Corporation (NYSE:KEM)
KEMET Corporation (KEMET) is a manufacturer of passive electronic components. The Company operates in two segments: Solid Capacitors, and Film and Electrolytic. The Solid Capacitors segment primarily produces tantalum, aluminum, polymer and ceramic capacitors. Solid Capacitors also produces tantalum powder used in the production of tantalum capacitors. The Film and Electrolytic Business Group produces film, paper and wet aluminum electrolytic capacitors. It also designs and produces EMI Filters. The Company’s product offerings include surface mount, which are attached directly to the circuit board; leaded capacitors, which are attached to the circuit board using lead wires, and chassis-mount and other pin-through-hole board-mount capacitors, which utilize attachment methods, such as screw terminal and snap-in. The Company sells its products to a range of original equipment manufacturers (OEMs) and electronics manufacturing services (EMS) providers.