Tredegar Corporation (NYSE:TG) 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. |
Election/Departure of Directors
On February 21, 2017, George A. Newbill, a director of Tredegar
Corporation (the Company) since 2008, notified the Companys Board
of Directors (the Board) that he will retire upon the expiration
of his term at the 2017 annual meeting of shareholders and
therefore will not stand for re-election at that meeting.
Corporation (the Company) since 2008, notified the Companys Board
of Directors (the Board) that he will retire upon the expiration
of his term at the 2017 annual meeting of shareholders and
therefore will not stand for re-election at that meeting.
Also on February 21, 2017, the Board elected John M. Steitz as
director of the Company, effective immediately. Mr. Steitz is not
being named to any committee of the Board at this time. The Board
made an affirmative determination that Mr. Steitz qualifies as an
independent director under the New York Stock Exchange listing
standards and the Companys standards for director independence.
Mr. Steitz will receive director compensation consistent with the
compensation policies applicable to the Companys other
non-employee directors, which are described in the Companys proxy
statement, dated April 1, 2016, for the Companys 2016 annual
meeting of shareholders.
director of the Company, effective immediately. Mr. Steitz is not
being named to any committee of the Board at this time. The Board
made an affirmative determination that Mr. Steitz qualifies as an
independent director under the New York Stock Exchange listing
standards and the Companys standards for director independence.
Mr. Steitz will receive director compensation consistent with the
compensation policies applicable to the Companys other
non-employee directors, which are described in the Companys proxy
statement, dated April 1, 2016, for the Companys 2016 annual
meeting of shareholders.
Executive Compensation Decisions
At its February 20, 2017 meeting, the Executive Compensation
Committee (the Compensation Committee) of the Board approved
several items relating to compensatory arrangements with the
Companys named executive officers, other than John D. Gottwald,
the Companys President and Chief Executive Officer, who requested
that the Compensation Committee not take any action with respect
to his compensation.
Committee (the Compensation Committee) of the Board approved
several items relating to compensatory arrangements with the
Companys named executive officers, other than John D. Gottwald,
the Companys President and Chief Executive Officer, who requested
that the Compensation Committee not take any action with respect
to his compensation.
2017 Short-Term Incentive Plan
The Compensation Committee approved an annual cash incentive plan
applicable to the Companys executive officers and certain other
key employees (the 2017 Incentive Plan).
applicable to the Companys executive officers and certain other
key employees (the 2017 Incentive Plan).
The 2017 Incentive Plan is intended to reward each participant
based on the attainment of specific 2017 financial performance
targets tied to 2017 earnings before interest and taxes (EBIT).
The EBIT financial performance metric must be achieved at least
at the threshold level before any incentives can be earned. The
Compensation Committee reviewed the annual financial targets for
the 2017 Incentive Plan as part of its review and approval of the
2017 Incentive Plan.
based on the attainment of specific 2017 financial performance
targets tied to 2017 earnings before interest and taxes (EBIT).
The EBIT financial performance metric must be achieved at least
at the threshold level before any incentives can be earned. The
Compensation Committee reviewed the annual financial targets for
the 2017 Incentive Plan as part of its review and approval of the
2017 Incentive Plan.
The following short-term incentive opportunities are available
under the 2017 Incentive Plan for the named executive officer
indicated below:
under the 2017 Incentive Plan for the named executive officer
indicated below:
|
2017 Short-Term Incentive
Opportunities
(as a percentage of annual base salary)
|
|||||||||||||
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Name
|
Title
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Threshold
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Target
|
Maximum
|
|||||||||
|
D. Andrew Edwards
|
VP and Chief Financial Officer
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15%
|
|
60%
|
|
120%
|
|
||||||
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Michael J. Schewel
|
VP, General Counsel and Secy.
|
12.5%
|
|
50%
|
|
100%
|
|
||||||
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Michael W. Giancaspro
|
VP, Business Processes and Corporate Development
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12.5%
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|
50%
|
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100%
|
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Long-Term Incentive Awards
The Compensation Committee approved grants of performance stock
units, shares of restricted stock and nonstatutory stock
options under the Amended and Restated 2004 Equity Incentive
Plan (the Equity Plan). The performance stock units and shares
of restricted stock will be granted effective on the third
business day following the Companys fourth quarter earnings
release, and the nonstatutory stock options will be granted
effective on the third business day following the Companys 2017
annual meeting of shareholders (the Effective Date), in the
dollar amounts set forth below to the named executive officer
indicated below:
units, shares of restricted stock and nonstatutory stock
options under the Amended and Restated 2004 Equity Incentive
Plan (the Equity Plan). The performance stock units and shares
of restricted stock will be granted effective on the third
business day following the Companys fourth quarter earnings
release, and the nonstatutory stock options will be granted
effective on the third business day following the Companys 2017
annual meeting of shareholders (the Effective Date), in the
dollar amounts set forth below to the named executive officer
indicated below:
|
Name
|
Title
|
Performance
Stock Units
|
2017
Restricted
Stock
|
Nonstatutory Stock Options
|
|||||||||||||
|
st
Installment
|
nd
Installment
|
||||||||||||||||
|
D. Andrew Edwards
|
VP and Chief Financial Officer
|
6,528
|
6,146
|
|
$184,800
|
|
$77,000
|
||||||||||
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Michael J. Schewel
|
VP, General Counsel and Secy.
|
5,674
|
5,341
|
|
$160,600
|
|
$73,000
|
||||||||||
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Michael W. Giancaspro
|
VP, Business Processes and Corporate Development
|
5,207
|
4,902
|
|
$147,400
|
|
$67,000
|
The Compensation Committee established financial performance
targets for the performance stock units tied to the Companys
2019 return on capital employed (ROCE). The performance stock
units may be earned by the named executive officers indicated
above at threshold, target or maximum levels based on
achievement of specific ROCE performance targets. The grants of
performance stock units are subject to the terms of the Notice
of Stock Unit Award and Stock Unit Award Terms and Conditions,
substantially in the form filed as Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on March 1, 2016.
targets for the performance stock units tied to the Companys
2019 return on capital employed (ROCE). The performance stock
units may be earned by the named executive officers indicated
above at threshold, target or maximum levels based on
achievement of specific ROCE performance targets. The grants of
performance stock units are subject to the terms of the Notice
of Stock Unit Award and Stock Unit Award Terms and Conditions,
substantially in the form filed as Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on March 1, 2016.
The shares of restricted stock become vested and
nonforfeitable on the third anniversary of the date of grant
(i.e., February 27, 2020). Upon the issuance of the shares on
the date of grant (i.e., February 27, 2017), the named
executive officer indicated above will be entitled to vote
the shares and will be entitled to receive, free of all
restrictions, ordinary cash dividends. The grants of
restricted stock are subject to the terms of the Notice of
Stock Award and Stock Award Terms and Conditions,
substantially in the form filed as Exhibit 10.2 to the
Companys Current Report on Form 8-K filed with the SEC on
March 1, 2016.
nonforfeitable on the third anniversary of the date of grant
(i.e., February 27, 2020). Upon the issuance of the shares on
the date of grant (i.e., February 27, 2017), the named
executive officer indicated above will be entitled to vote
the shares and will be entitled to receive, free of all
restrictions, ordinary cash dividends. The grants of
restricted stock are subject to the terms of the Notice of
Stock Award and Stock Award Terms and Conditions,
substantially in the form filed as Exhibit 10.2 to the
Companys Current Report on Form 8-K filed with the SEC on
March 1, 2016.
The nonstatutory stock options will have an option price
equal to the closing price of shares of the Companys common
stock on the Effective Date and have a term of seven years.
The options will vest in two installments: the first
installment on the second anniversary of the Effective Date
and the second installment on the third anniversary of the
Effective Date. The grants of options are subject to the
terms of the Notice of Nonstatutory Stock Option Grant and
Nonstatutory Stock Option Terms and Conditions, substantially
in the form filed as Exhibit 10.3 to the Companys Current
Report on Form 8-K filed with the SEC on February 27, 2013.
equal to the closing price of shares of the Companys common
stock on the Effective Date and have a term of seven years.
The options will vest in two installments: the first
installment on the second anniversary of the Effective Date
and the second installment on the third anniversary of the
Effective Date. The grants of options are subject to the
terms of the Notice of Nonstatutory Stock Option Grant and
Nonstatutory Stock Option Terms and Conditions, substantially
in the form filed as Exhibit 10.3 to the Companys Current
Report on Form 8-K filed with the SEC on February 27, 2013.
2017 Executive Officer Base Salaries
The Compensation Committee approved the following base salary
increases for the named executive officers indicated below:
increases for the named executive officers indicated below:
|
Name
|
Title
|
Merit Increase
Percentage
|
Base Salary
Following
Increase
|
||||||
|
D. Andrew Edwards
|
VP and Chief Financial Officer
|
3.0%
|
|
|
$396,550
|
||||
|
Michael J. Schewel
|
VP, General Counsel and Secy.
|
3.0%
|
|
|
$375,950
|
||||
|
Michael W. Giancaspro
|
VP, Business Processes and Corporate Development
|
3.0%
|
|
|
$345,050
|
2016 Incentive Plan Payments
In 2016, the Compensation Committee approved an annual cash
incentive plan applicable to the Companys executive officers
and certain other key employees (the 2016 Incentive Plan).
Incentives were to be paid out under the 2016 Incentive Plan
only if financial performance targets were met and individual
objectives were achieved.
incentive plan applicable to the Companys executive officers
and certain other key employees (the 2016 Incentive Plan).
Incentives were to be paid out under the 2016 Incentive Plan
only if financial performance targets were met and individual
objectives were achieved.
During 2016, the short-term incentive compensation component
of the Companys executive compensation program was measured
by performance relating to specific 2016 financial
performance targets tied to 2016 EBIT. The EBIT financial
performance metrics had to be achieved at least at the
threshold level before any incentives could be earned. For
2016, EBIT were above the threshold goal but below the
target, which led to payouts to Messrs. Edwards, Schewel and
Giancaspro in amounts between the threshold and target annual
incentive cash payment opportunities. The potential payouts
to Messrs. Edwards, Schewel and Giancaspro were based on
straight line interpolation between the threshold and target
annual incentive opportunity. Mr. Schewels payout was
prorated from his date of hire (May 9, 2016). The amounts
paid to Messrs. Edwards, Schewel and Giancaspro were
determined based on the above-described formula and the Chief
Executive Officers assessment of their performance relative
to their individual goals and objectives.
of the Companys executive compensation program was measured
by performance relating to specific 2016 financial
performance targets tied to 2016 EBIT. The EBIT financial
performance metrics had to be achieved at least at the
threshold level before any incentives could be earned. For
2016, EBIT were above the threshold goal but below the
target, which led to payouts to Messrs. Edwards, Schewel and
Giancaspro in amounts between the threshold and target annual
incentive cash payment opportunities. The potential payouts
to Messrs. Edwards, Schewel and Giancaspro were based on
straight line interpolation between the threshold and target
annual incentive opportunity. Mr. Schewels payout was
prorated from his date of hire (May 9, 2016). The amounts
paid to Messrs. Edwards, Schewel and Giancaspro were
determined based on the above-described formula and the Chief
Executive Officers assessment of their performance relative
to their individual goals and objectives.
The Compensation Committee approved the following incentive
payment under the 2016 Incentive Plan for the named
executive officers indicated below:
payment under the 2016 Incentive Plan for the named
executive officers indicated below:
|
Name
|
Title
|
Percent of
Annual Base
Salary
|
Dollar Value
|
||||||
|
D. Andrew Edwards
|
VP and Chief Financial Officer
|
56.5%
|
|
|
$217,371
|
||||
|
Michael J. Schewel
|
VP, General Counsel and Secy.
|
31.4%
|
|
|
$114,488
|
||||
|
Michael W. Giancaspro
|
VP, Business Processes and Corporate Development
|
47.1%
|
|
|
$157,618
|
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year. |
On February 21, 2017, the Board adopted an amendment to the
Companys Amended and Restated Bylaws (the Bylaws),
effective immediately. The amendment revises Article II,
Section 2 of the Bylaws to permit the number of directors
to be increased or decreased to not less than 7 nor more
than 9, by resolution of the Board (as opposed to an
amendment of the Bylaws as was previously required to
increase or decrease the size of the Board). The full text
of the Bylaws, as amended, is attached as Exhibit 3.1
hereto and incorporated herein by reference.
Companys Amended and Restated Bylaws (the Bylaws),
effective immediately. The amendment revises Article II,
Section 2 of the Bylaws to permit the number of directors
to be increased or decreased to not less than 7 nor more
than 9, by resolution of the Board (as opposed to an
amendment of the Bylaws as was previously required to
increase or decrease the size of the Board). The full text
of the Bylaws, as amended, is attached as Exhibit 3.1
hereto and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
|
| (d) |
Exhibits.
|
| 3.1 |
Amended and Restated Bylaws of Tredegar
Corporation, as of February 21, 2017. |
About Tredegar Corporation (NYSE:TG)
Tredegar Corporation is engaged, through its subsidiaries, in the manufacture of polyethylene (PE) plastic films, polyester (PET) films and aluminum extrusions. The Company’s segments are PE Films, Flexible Packaging Films and Aluminum Extrusions. PE Films manufactures plastic films, elastics and laminate materials primarily utilized in personal care materials, surface protection films and specialty and optical lighting applications. Flexible Packaging Films consists of Terphane. Flexible Packaging Films produces polyester-based films for use in packaging applications that have specialized properties, such as heat resistance, strength, barrier protection and the ability to accept print graphics. The William L. Bonnell Company, Inc., a division of Bonnell Aluminum (together, Aluminum Extrusions), produce aluminum extrusions primarily for building and construction, automotive, consumer durables, machinery and equipment, electrical and distribution markets. Tredegar Corporation (NYSE:TG) Recent Trading Information
Tredegar Corporation (NYSE:TG) closed its last trading session down -0.40 at 19.00 with 127,633 shares trading hands.