Univar Inc. (NYSE:UNVR) 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 Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
C. Jukes, 58, as President and Chief Operating Officer of Univar
Inc. effective on May 4, 2017. In his 15 years with Univar, Mr.
Jukes has served as the Companys President of USA and LATAM since
2016, before that he served as President of EMEA from 2011, he
served as Vice President Sales, EMEA from 2009, and Chief
Executive Officer of the Companys Distrupol subsidiary from 2002.
will be $720,000, prorated in 2017. In addition, beginning in
2017, Mr. Jukes annual bonus target will be increased to 90% of
base salary with a maximum of 180% of base salary, and the grant
date value of his annual long-term incentive award beginning in
2018 will equal 190% of his adjusted base salary. The Company
will also transition Mr. Jukes to a full-time U.S. employee
during the 2017 calendar year and transition the expatriate
benefits he is currently receiving.
granted performance restricted share units (PRSUs) with a grant
date fair value of $325,000, assuming target performance, under
the Univar Inc. 2017 Omnibus Equity Incentive Plan (the Plan),
subject to the terms and conditions of the Plan and a performance
share unit agreement, which is described below. The number of
PRSUs subject to the award will be determined based on our
closing stock price on the fifth business day of June 2017,
consistent with our equity grant policy. Twenty-five percent of
these PRSUs will be eligible to be earned in respect of each of
three annual performance periods – the 2017 calendar year, the
2018 calendar year and the 2019 calendar year – in each case
based on Adjusted EBITDA performance, as reported, against the
applicable Adjusted EBITDA goals for the annual performance
period, and the remaining 25% will be eligible to be earned in
respect of the three-year period commencing on January 1, 2017
and ending on December 31, 2019 based on Cumulative Adjusted
EBITDA performance, as reported, against the applicable
Cumulative Adjusted EBITDA goals for the three-year performance
period. The number of PRSUs earned will be in the range of 0% to
200% of the target share number, with 50% of the target number
vesting for threshold performance, 50% vesting for target
performance and 200% of the target number vesting for maximum
performance in respect of each performance period. For
achievement between threshold and target performance, or between
target and maximum performance, the number of PRSUs earned in
each case shall be interpolated on a straight-line basis. Earned
PRSUs will become vested on December 31, 2019, subject to Mr.
Jukes continued employment through the vesting date.
if, during a performance period, Mr. Jukes dies or becomes
disabled or retires at retirement age (prorated based on actual
performance through the end of the most recent performance period
prior to the date of death, disability or retirement). In
addition, consistent with the Plan, double-trigger vesting will
apply to these PRSUs (i.e., PRSUs will vest if a change in
control occurs and Mr. Jukes employment is terminated by the
Company without cause or by Mr. Jukes for good reason prior to
the vesting date within an 18-month period following the change
in control), unless the PRSUs are not assumed in the change in
control. If Mr. Jukes employment terminates for any other reason
prior to the vesting date, all unvested PRSUs will be forfeited.
reference to the Form of the Employee Performance Restricted
Stock Unit Agreement, a copy of which will be filed as Exhibit
10.1 to this Current Report on Form 8-K.
Officer of the Company. There are no relationships or related
transactions between Mr. Jukes and the Company that would be
required to be reported.
appointments is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K. Exhibit 99.1 shall not be deemed filed for
purposes of the Securities and Exchange Act of 1934 or otherwise
subject to the liabilities under that Section and shall not be
deemed to be incorporated by reference into any fling of the
Company under the Securities Act of 1933 or the Exchange Act.
Form of Employee Performance Share Unit Agreement.
Press Release of the Registrant dated May 4, 2017.
About Univar Inc. (NYSE:UNVR)
Univar Inc. is a distributor of commodity and specialty chemicals. The Company’s segments include Univar USA (USA); Univar Canada (Canada); Univar Europe, the Middle East and Africa (EMEA), and Rest of World. The Rest of World segment includes developing businesses in Latin America, including Brazil and Mexico, and the Asia-Pacific region. Its USA segment offers commodity and specialty chemicals to manufacturing and industrial production sectors in the United States. Its Canadian operations are divided into approximately two regions: Eastern Canada, where it focuses on customer end markets, including cleaning and sanitization, chemical manufacturing, personal care and pharmaceutical, and Western Canada, where it focuses on forestry, chemical manufacturing, mining, and oil and gas markets, such as midstream gas and oil sands processing, as well as refining. Its EMEA segment caters to pharmaceutical products and ingredients, food, coating and adhesives, and personal care industries. Univar Inc. (NYSE:UNVR) Recent Trading Information
Univar Inc. (NYSE:UNVR) closed its last trading session down -1.07 at 31.36 with 951,133 shares trading hands.