W. R. GRACE Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of H. Furlong Baldwin as a Director
On February 22, 2018, H. Furlong Baldwin submitted his resignation to the Board of Directors of W. R. Grace & Co. (the “Company”), which the Board accepted. Mr. Baldwin’s resignation is scheduled to take effect on May 9, 2018, prior to the Company’s Annual Meeting of Stockholders.
(e) Compensatory Arrangements of Fred Festa in connection with his transition to Non-executive Chairman
On November 3, 2017, the Company announced that Fred Festa intends to retire as Chief Executive Officer (“CEO”) of the Company during the fourth quarter of 2018. Mr. Festa will continue as non-executive Chairman of the Company’s Board. In furtherance of promoting an effective and efficient leadership succession, and in view of the new role that Mr. Festa will undertake in his continued service to the Company as its non-executive Chairman, the Compensation Committee determined, on February 22, 2018, to modify his compensatory arrangements as follows: (1) for 2018 stock awards and option awards, the form of awards shall be 50% stock options (“Options”) and 50% restricted stock units (“RSUs”), rather than including a percentage of performance-based units (“PBUs”); and (2) with respect to vesting of stock awards – (a) Options, RSUs and PBUs will not be pro-rated or forfeited in connection with Mr. Festa’s retirement as CEO; (b) Options and RSUs, as time-based awards, will continue to vest according to the applicable original vesting schedules; (c) PBUs will vest based upon performance of the Company during the applicable original three-year performance periods; and (d) the Option exercise periods will be equal to the full terms of the Options, and will not be truncated based upon Mr. Festa’s retirement as CEO.
Forward-looking statements
This report contains forward-looking statements, that is, information related to future, not past, events. Such statements generally include the words “believes,” “plans,” “intends,” "targets," “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Forward-looking statements include, without limitation, expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; succession planning, and markets for securities. For these statements, the Company claims the protections of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Like other businesses, the Company is subject to risks and uncertainties that could cause its actual results to differ materially from its projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to differ materially from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in emerging regions; the costs and availability of raw materials, energy and transportation; the effectiveness of its research and development and growth investments; acquisitions and divestitures of assets and businesses; developments affecting the Company’s outstanding indebtedness; developments affecting the Company’s pension obligations; its legal and environmental proceedings; environmental compliance costs; the Company’s ability to realize the anticipated benefits of the separation transaction; the inability to establish or maintain certain business relationships; the inability to hire or retain key personnel; natural disasters such as storms and floods, and force majeure events; changes in tax laws and regulations; the potential effects of cyberattacks; and those additional factors set forth in the Company’s most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission and are readily available on the internet at www.sec.gov. Reported results should not be considered as an indication of future performance. Readers are cautioned not to place undue reliance on the Company’s projections and forward-looking statements, which speak only as of the dates those projections and statements are made. The Company undertakes no obligation to release publicly any revision to the projections and forward-looking statements contained in this report, or to update them to reflect events or circumstances occurring after the date of this document.
About W. R. GRACE & CO. (NYSE:GRA)
W.R. Grace & Co. (Grace) is engaged in the production and sale of specialty chemicals and specialty materials. The Company operates in three segments: Grace Catalysts Technologies, Grace Materials Technologies and Grace Construction Products. Its Grace Catalysts Technologies segment produces and sells catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications, including Fluid catalytic cracking catalysts, Hydroprocessing catalysts, and Polyolefin catalysts and catalyst supports. Its Grace Materials Technologies segment produces and sells specialty materials, coatings and sealants and related products used in coatings, consumer, industrial, pharmaceutical, and packaging applications, including engineered materials and packaging products. Its Grace Construction Products segment produces and sells construction chemicals and building materials, such as Specialty construction chemicals and Specialty building materials.
