KMG Chemicals, Inc. (NYSE:KMG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

KMG Chemicals, Inc. (NYSE:KMG) 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

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

On October 22, 2018, the Board of Directors (the “Board”) of KMG Chemicals, Inc. (the “Company”) approved a recommendation by the Compensation & Development Committee (the “Compensation Committee”) of the Board to grant restricted stock units under the KMG Chemicals, Inc. 2016 Long Term Incentive Plan (the “LTIP”) to executive officers and employees. On October 22, 2018, the Company entered into Time-Based Restricted Stock Unit Grant Agreements with certain executive officers of the Company, including Christopher T. Fraser, Ernest C. Kremling II and Marvin Green (the “RSU Grant Agreements”). The awards included grants of restricted stock units to the following executive officers in the following amounts and with the vesting schedule stated below:

Mr. Fraser received a grant of 20,728 restricted stock units;

Mr. Kremling received a grant of 5,221 restricted stock units; and

Mr. Green received a grant of 2,874 restricted stock units.

Each of the restricted stock units awarded to the executive officers will vest in three equal installments on July 31, 2019, 2020, and 2021 and will be assumed by Cabot Microelectronics Corporation (“Cabot Microelectronics”) at the effective time of the Company’s previously announced merger with Cabot Microelectronics and Cobalt Merger Sub Corporation if the merger closes. If the executive officer is terminated without cause or resigns with good reason during the 18 months following the effective time of the merger, the executive officer will vest in a number of shares equal to 150% of the number of shares otherwise subject to the restricted stock unit award.

The foregoing description of the form of the RSU Grant Agreement is not complete and is subject to and qualified in its entirety by reference to the form of RSU Grant Agreement, a copy of which is filed with this report as Exhibit 10.1 and the terms of which are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

10.1

Form of Time-Based Restricted Stock Unit Grant Agreement


KMG CHEMICALS INC Exhibit
EX-10.1 2 kmg-ex101_7.htm EX-10.1 kmg-ex101_7.htm Exhibit 10.1 KMG CHEMICALS,…
To view the full exhibit click here

About KMG Chemicals, Inc. (NYSE:KMG)

KMG Chemicals, Inc. manufactures, formulates and globally distributes specialty chemicals. The Company operates businesses selling electronic chemicals, industrial wood treating chemicals, and industrial valve lubricants and sealants. The Company operates through two segments: Electronic chemicals and Other chemicals. The Company operates through its subsidiaries, KMG Electronic Chemicals, Inc. (KMG EC), KMG-Bernuth, Inc. (KMG Bernuth) and KMG Val-Tex, LLC (Val-Tex). The Company’s Electronic chemicals business sells high purity and ultra-purity wet process chemicals primarily to the semiconductor industry. The Company’s Other chemicals segment includes its industrial lubricants business and wood treating chemicals business. The Company’s products sulfuric, phosphoric, nitric and hydrofluoric acids, ammonium hydroxide, hydrogen peroxide, isopropyl alcohol, other specialty organic solvents and various blends of chemicals.

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