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 Officers
Item 5.02

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

On March 13, 2019, the Board of Directors (the “Board”) of Minerals Technologies Inc. (the “Company”) elected Ms. Alison A. Deans as a member of the Board, effective immediately. A copy of the press release announcing Ms. Deans’ election is attached hereto as Exhibit 99.1 and incorporated by reference herein.

As a new member of the Board, Ms. Deans 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 $190,000, comprised of $80,000 paid in cash and $110,000 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”), Ms. Deans will have the right to defer her fee, which would then be credited to her account as phantom stock units. Ms. Deans 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 Ms. Deans (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 appointed Ms. Deans to the Compensation Committee and the Corporate Governance and Nominating Committee of the Board, having determined that Ms. Deans satisfies applicable requirements to serve on such Committees. There are no arrangements or understandings between Ms. Deans and any other persons to which Ms. Deans 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 Ms. Deans under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.