MINERALS TECHNOLOGIES INC. (NYSE:MTX) 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 4, 2017, the Board of Directors (the "Board") of Minerals Technologies Inc. (the "Company") elected Mr. Franklin (Frank) L. Feder as a member of the Board, effective immediately. A copy of the press release announcing Mr. Feder's election is attached hereto as Exhibit 99.1 and incorporated by reference herein.
As a new member of the Board, Mr. Feder will be entitled to the same compensation provided to each of the current non-employee members of the Board. This includes an annual retainer fee of $172,500, comprised of $72,500 paid in cash and $100,000 in phantom stock units which have the economic value of one share of the Company's common stock. Under the Company's Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors (the "Deferred Compensation Plan"), Mr. Feder will have the right to defer his fee, which would then be credited to his account as phantom stock units. Mr. Feder will also be eligible to receive additional phantom stock units awarded to the Deferred Compensation Plan.
In addition, the Company has entered into an indemnification agreement with Mr. Feder (the "Indemnification Agreement") the terms of which are consistent with those previously executed by each of the current members of the Board. The form of such Indemnification Agreement is more fully described in the Company's Current Report on Form 8-K filed on May 8, 2009, which description is incorporated by reference herein. Such description does not purport to be complete, however, and is qualified in its entirety by reference to the form of Indemnification Agreement, which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 8, 2009, and incorporated herein by reference.
The Board has not yet made a determination regarding any committee assignments for Mr. Feder. There are no arrangements or understandings between Mr. Feder and any other persons to which Mr. Feder was elected as a director. There are no current or proposed transactions in which the Company is a participant and for which disclosure is required with respect to Mr. Feder under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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99.1 |
Press Release dated October 9, 2017 |
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MINERALS TECHNOLOGIES INC ExhibitEX-99.1 2 ex99_1.htm MTI PRESS RELEASE – FRANKLIN FEDER APPOINTMENT EXHIBIT 99.1 News For Immediate Release October 9,…To view the full exhibit click |
