VWR Corporation (NASDAQ:VWR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

VWR Corporation (NASDAQ:VWR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

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

As contemplated by the previously announced Agreement and Plan of
Merger, dated as of May4, 2017 (the merger agreement), by
and among Avantor, Inc., a Delaware corporation (Avantor),
Vail Acquisition Corp, a Delaware corporation and a wholly-owned
subsidiary of Avantor, and VWR Corporation (the Company),
to which Merger Sub will be merged with and into the Company (the
merger), on May25, 2017, the Companys board of directors
(the Board) approved the establishment of management
retention programs (the retention programs) covering each
of its named executive officers (NEOs), as further
described below.

Under the retention programs, if (i)an NEO is employed by the
Company or its affiliates (including, without limitation, Avantor
and any affiliate of Avantor) on (x)May4, 2018 if the date on
which the closing of the merger occurs (the closing date)
has occurred before such date or (y)if the Closing Date has not
occurred on or before May4, 2018, the earlier of the Closing Date
or December31, 2018 (the vesting date) or (ii)the NEOs
employment with the Company and its affiliates is terminated
before the vesting date (A)by the Company for a reason other than
cause, (B)by the NEO for good reason or (C)due to the NEOs death
or disability, a retention bonus will be paid in a cash lump sum
to such NEO within 10 days of the vesting date. The right to
receive a retention bonus would be forfeited upon any other
termination of employment with the Company and its affiliates.
The Compensation Committee of the Board (the Compensation
Committee
) believes that the retention bonuses will provide
appropriate retention incentives that will enable the Company to
continue to benefit from the services of the Companys management.
The following table sets forth the retention bonuses payable to
each of the Companys NEOs upon vesting:

Name

Retention Payment

Manuel Brocke-Benz

$ 5,000,000

Gregory L. Cowan

$ 2,125,000

Mark T. McLoughlin

$ 1,000,000

Dr.Nils Clausnitzer

$ 1,000,000

George Van Kula

$ 2,125,000

Each of Greg Cowan, Mark McLoughlin, George Van Kula and Manuel
Brocke-Benz (the affected individuals) may be subject to
an excise tax (the golden parachute excise tax) on
payments they will or may receive in connection with the
transactions contemplated by the merger agreement (the
Transactions) under Section4999 of the Internal Revenue
Code of 1986, as amended (the Code). Generally, an excise
tax of 20% is imposed on each individual recipient of certain
parachute payments that, under the rules of Section 280G of the
Code, exceed a certain threshold amount for such individual.
Additionally, the employer of the executive making the parachute
payments is denied a tax deduction for such payments. The golden
parachute excise tax is due in addition to the regular income and
employment taxes otherwise payable in connection with
compensatory payments to the affected individuals. Payments to
these NEOs that will or may be considered parachute payments
under Section 280G of the Code that would be subject to the
golden parachute excise tax include (i)the value of the full
acceleration of vesting of VWR stock options and restricted stock
units, (ii)the retention bonuses, (iii)the excise tax
gross-up payments
and (iv)severance payments.

Upon
recommendation of the Compensation Committee, the Board approved
that the retention bonus with each of the affected individuals
also provide for the payment of an additional bonus in an amount
so that, on a net after-tax basis, the affected individuals would
be in the same position as if no golden parachute excise tax had
applied to him or her (the excise tax gross-up
payment
).

The actual amounts
to be paid to the affected individuals by VWR will depend upon
the value and timing of the affected individuals receipt of the
implicated payments and benefits, with any excise tax gross-up
payment that becomes due to be paid not later than the sixtieth
day following an event occurring which subjects the affected
individual to the golden parachute excise tax.

A copy of the
forms of retention programs are attached hereto as Exhibits 10.1
and 10.2 and are incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d)
Exhibits.
The following exhibits are furnished as part
of this report:

10.1

Executive Retention Program (including Messrs. Brocke-Benz,
Cowan, McLoughlin and Van Kula).

10.2 Retention Program (including Dr. Clausnitzer).


About VWR Corporation (NASDAQ:VWR)

VWR Corporation is a provider of laboratory products, services and solutions to the life science, general research and applied markets. The Company operates in two segments: Americas and EMEA-APAC. Its Americas segment consists of operations located principally in the United States and Canada, as well as in Puerto Rico, Mexico and select countries in Central and South America, including Costa Rica, Brazil, Argentina and Chile, and includes over 65 facilities located in approximately 10 countries. The EMEA-APAC segment consists of its operations located principally in Europe, as well as in certain Asia-Pacific countries, and includes approximately 100 facilities located in over 30 countries. Both of its segments provide laboratory products, services and solutions to customers in the life science, general research and applied markets, including the biopharma, agricultural, chemical, environmental, food and beverage, healthcare, microelectronic and petrochemical industries.

VWR Corporation (NASDAQ:VWR) Recent Trading Information

VWR Corporation (NASDAQ:VWR) closed its last trading session down -0.06 at 33.00 with 711,346 shares trading hands.

An ad to help with our costs