WestRock Company (NASDAQ:WRK) 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.
On December 12, 2016, G. Stephen Felker and Lawrence L.
Gellerstedt III each informed WestRock Company that he will
retire from the board of directors (the Board) of WestRock
effective at the conclusion of the Board’s regularly scheduled
meeting on January 27, 2017. The decisions by Mr. Felker and Mr.
Gellerstedt to retire and not to stand for re-election were not
the result of any disagreement with WestRock or its management.
In connection with the retirements, the Board expects to reduce
the number of directors constituting the full Board from 14 to 12
directors, effective upon the retirements on January 27, 2017.
Item 8.01. Other Events.
Robert A. Feeser and Jeffrey W. Chalovich were included as named
executive officers in WestRocks proxy statement filed with the
Securities and Exchange Commission on December 16, 2016.
WestRock assumed an amended and restated employment agreement,
dated January 1, 2008, between Mr. Feeser and MeadWestvaco
Corporation in connection with the merger of Rock-Tenn Company
and MeadWestvaco in 2015 (the Combination). Because the
Combination constituted a change in control under the agreement,
Mr. Feeser would be entitled to continue to receive compensation
and benefits through the termination date and to receive the
following severance benefits if WestRock terminates him other
than for cause or disability before July 1, 2017: (i) a lump sum
amount equal to two times his base salary, plus the average
annual incentive compensation paid over the three years before
the effective date (as defined in the agreement), (ii) a prorated
bonus for the year of his termination, (iii) a lump sum payment
in lieu of health care continuation coverage for a period of two
years, (iv) payment for outplacement services and (v) a lump sum
payment representing the qualified and non-qualified pension
accruals as if he had worked an additional three years. A copy of
the agreement is attached as Exhibit 99.1.
WestRock recently amended Mr. Feesers employment agreement. In
consideration for him terminating his right to lump sum severance
benefits, WestRock agreed to provide him with up to three years
of additional pension accrual for age and service under the
relevant pension and retirement plans depending on his date of
retirement. A copy of the amendment is attached as Exhibit 99.2.
WestRock assumed an employment agreement, dated July 31, 2007,
between Mr. Chalovich and Southern Container Corp. in connection
with WestRocks acquisition of Southern Container in 2008. to the
agreement, if WestRock terminates Mr. Chalovich without gross
cause (as defined in the agreement), he will be entitled to
continue to receive compensation and benefits through the
termination date and to receive salary and paid COBRA
continuation for one year, as well as a pro-rated bonus. A copy
of the agreement is attached as Exhibit 99.3.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| 99.1 |
Amended and Restated Employment Agreement, dated January 1, 2008, between MeadWestvaco Corporation and Robert A. Feeser |
| 99.2 |
Letter Agreement, dated December 16, 2016, between WestRock Company and Robert A. Feeser |
| 99.3 |
Employment Agreement, dated July 31, 2007, between Southern Container Corp. and Jeffrey W. Chalovich |
About WestRock Company (NASDAQ:WRK)
