Shiloh Industries, Inc. (NASDAQ:SHLO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a)
to action taken by the Board of Directors (the “Board”) of Shiloh Industries, Inc., a Delaware corporation (the “Company”) on June 25, 2018, the Company is announcing the appointment of Lillian Etzkorn (“Etzkorn”) as Senior Vice President and Chief Financial Officer of the Company. Etzkorn’s employment with the Company is expected to begin no later than July 23, 2018. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Etzkorn, 49, was employed as Chief Financial Officer of CPI Card Group from January 2017 to July 2018. Prior to that, Etzkorn was the Vice President, Treasurer of Dana Incorporated from September 2011 through January 2017, which followed a 19-year career in various financial roles at Ford Motor Company, including Controller for Ford’s Truck, SUV, and Commercial Vehicle product lines. Etzkorn received her B.S. from Eastern Michigan University and MBA from the University of Michigan.
There was no understanding or arrangement between Etzkorn and any other person to which Etzkorn was selected as an officer. There are no family relationships between Etzkorn and any member of the Board or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
Recently, the Company and Etzkorn entered into a written agreement concerning Etzkorn’s employment with the Company (the “Employment Agreement”). The Employment Agreement provides that Etzkorn will receive (i) a $410,000 annual base salary (“Base Salary”), (ii) eligibility to participate in the Company’s Management Incentive Plan (“MIP”), which shall provide an annual bonus opportunity of not less than 50% of Etzkorn’s Base Salary, subject to terms and conditions of the MIP (“Annual Bonus”), (iii) a one-time grant of restricted common stock of the Company worth $250,000, vesting over a three-year period, to the Company’s 2016 Equity and Incentive Compensation Plan, and (iv) an $80,000 signing bonus paid to Etzkorn after thirty (30) days of employment with the Company, subject to repayment in certain circumstances. Etzkorn will also receive other perquisites, such an automobile allowance and certain other benefits made available to senior executive officers.
Etzkorn’s employment is at-will. In the event of a termination by the Company without Cause or by Etzkorn with Good Reason, each as defined in the Employment Agreement, the Company will pay to Etzkorn (i) a severance payment in an amount equal to 1x Etzkorn’s then-current Base Salary, payable in installments during the twelve (12) months immediately following the date of termination and (ii) any earned but unpaid Annual Bonus for the fiscal year immediately preceding the fiscal year of termination.
Etzkorn is subject to confidentiality, non-competition and non-solicitation obligations during and after termination of employment with the Company.
A copy of the Employment Agreement will be filed as an exhibit to the Company’s next Form 10-Q and incorporated herein by reference. The above description of the material terms of the Employment Agreement is qualified in its entirety by reference to such exhibit.
(b)
On June 25, 2018, Jay W. Potter, the Chief Financial Officer of the Company, left the employ of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SHILOH INDUSTRIES INC ExhibitEX-99.1 2 exhibit991companypressrele.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 SHILOH INDUSTRIES ANNOUNCES TRANSITION OF CHIEF FINANCIAL OFFICERLillian Etzkorn to join company as senior vice president and CFOVALLEY CITY,…To view the full exhibit click here
About Shiloh Industries, Inc. (NASDAQ:SHLO)
Shiloh Industries, Inc. is a supplier of light weighting and noise, vibration and harshness (NVH) solutions, which are capable of delivering solutions in aluminum, magnesium, steel and steel alloys to the automotive, commercial vehicle and industrial markets. The Company operates through Automotive and Commercial Vehicles segment. It offers solutions through the design and manufacturing of its BlankLight, CastLight and StampLight brands. It offers body systems components, which include shock towers, instrument panel or cross car beams and torque boxes. It offers chassis systems components, which include cross members, frame rails, axle carriers, bearing caps and flanges. It offers powertrain systems components, which include planetary carriers, clutch housings and transmission covers. It performs steel processing services, which include oiling, leveling, cutting-to-length, multi-blanking, slitting, edge trimming of hot and cold-rolled steel coils, and inventory control services.
