ASIX 8-K
AdvanSix Inc. (ASIX)
8-K
2025-09-02
For: 2025-09-02
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
Form 8-K
_____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (973 ) 526-1800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Dana O’Brien and Daryl Roberts as Directors of the Company
On September 2, 2025, the Board of Directors (the “Board”) of AdvanSix Inc. (the “Company”) appointed Dana O’Brien and Daryl Roberts to the Board, effective immediately. Ms. O’Brien was also appointed to serve on the Nominating and Governance Committee and the Compensation and Leadership Development Committee (“C&LD Committee”) of the Board. Mr. Roberts was also appointed to serve on the Health, Safety and Environmental Committee and the C&LD Committee of the Board. Each of Ms. O’Brien and Mr. Roberts qualifies as independent under the listing standards of the New York Stock Exchange (“NYSE”) and the Company’s Corporate Governance Guidelines. The appointment of Ms. O’Brien and Mr. Roberts increases the size of the Board to nine members with eight members qualifying as independent under the NYSE listing standards.
Ms. O’Brien served as Senior Vice President and Chief Legal Officer of Olin Corporation (“Olin”), a manufacturer of chemical products, from November 2021 through February 28, 2025, and then served as Special Advisor to the CEO until her retirement on July 31, 2025. She also served as Secretary of Olin from November 2021 through April 2024. Prior to joining Olin, Ms. O’Brien had served as Senior Vice President and General Counsel at The Brink’s Company, an NYSE listed company that is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services, from April 2019 to November 2021. Prior to that, Ms. O’Brien served as Senior Vice President and General Counsel of CenterPoint Energy, a Fortune 500, NYSE-listed company that provides electric transmission and distribution, natural gas distribution, and energy services operations from May 2014 until March 2019. From 2007 to 2014, Ms. O’Brien served as Chief Legal Officer and Chief Compliance Officer for CEVA Logistics, plc., a global provider of contract logistics and freight forwarding services located in the Netherlands and publicly traded on the SIX Swiss Exchange in Switzerland. Prior to that, between 2005 and 2007, she served as General Counsel, Chief Compliance Officer and Secretary of EGL, Inc., which was acquired by CEVA Logistics. Ms. O’Brien also previously served as Associate General Counsel, from 1999 to 2000, and as Vice President, Secretary and General Counsel, from 2001 to 2005 of Quanta Services, Inc., a NYSE-listed construction and service provider to the energy and utility industries. Ms. O’Brien brings to the Board extensive experience with public company governance, regulatory and compliance, senior leadership, and business strategy, having served as general counsel of multiple public companies.
Mr. Roberts has served as Senior Vice President and Chief Operations and Engineering Officer of DuPont de Nemours Inc. since 2018. From 2015 through 2018, he served as Vice President, Manufacturing, Technology and Regulatory Services and, from 2012 through 2015, as Senior Director, Manufacturing and Regulatory Services of Arkema S.A. From 1998 through 2012, he served in various manufacturing, health and safety, operations and engineering positions at Arkema S.A. Mr. Roberts' qualifications to serve on the Board include his executive experience in the global manufacturing industry. He also brings to the Board relevant experience in engineering, manufacturing, operations, regulatory and health and safety. Through his roles in the manufacturing industry, he also has experience managing compliance, regulatory and public policy matters.
There are no arrangements or understandings between each of Ms. O’Brien and Mr. Roberts and any other persons in connection with their respective appointments. Neither Ms. O’Brien nor Mr. Roberts have any family relationships with any executive officer or director of the Company, and neither is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Each of Ms. O’Brien and Mr. Roberts will receive compensation as a non-employee director in accordance with the non-employee director compensation practices described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2025.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 2, 2025
| AdvanSix Inc. | ||||||||
| By: | /s/ Achilles B. Kintiroglou | |||||||
| Name: | Achilles B. Kintiroglou | |||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||
Exhibit 99.1
News Release
ADVANSIX APPOINTS DANA O’BRIEN AND DARYL ROBERTS TO
BOARD OF DIRECTORS
Parsippany, N.J., September 2, 2025– AdvanSix (NYSE: ASIX), a diversified chemistry company, announced today the appointment of Dana O’Brien and Daryl Roberts as new independent members of its Board of Directors.
Ms. O’Brien recently retired as Senior Vice President and Chief Legal Officer of Olin Corporation, a leading vertically integrated global manufacturer and distributor of chemical products. Ms. O’Brien will serve on the Nominating and Governance Committee and the Compensation and Leadership Development Committee of the Board.
Mr. Roberts is currently Senior Vice President and Chief Operations and Engineering Officer of DuPont de Nemours Inc., a global innovation leader with technology-based materials and solutions that help transform industries and everyday life. Mr. Roberts will serve on the Health, Safety and Environmental Committee and the Compensation and Leadership Development Committee of the Board.
AdvanSix’s Board now consists of nine members, including eight independent directors.
“We are pleased to welcome Dana and Daryl to the AdvanSix Board of Directors,” said Todd D. Karran, Board Chair of AdvanSix. “Their deep industry and professional backgrounds and proven expertise in global manufacturing will be invaluable to our Board’s role in ensuring strong corporate governance practices and strategic oversight. We are confident that their extensive experience, alongside the current Board and the executive management team, will continue to strengthen the company’s ability to deliver a compelling investment thesis over the
short, medium and long-term to our shareholders.”
Before serving as Senior Vice President and Chief Legal Officer at Olin Corporation, Ms. O’Brien served as Senior Vice President, General Counsel of The Brink’s Company, a leading global provider of cash and valuables management, digital retail solutions and ATM managed services. Prior to that, Ms. O’Brien served as Senior Vice President and General Counsel of CenterPoint Energy, which provides electric transmission and distribution, natural gas
distribution and energy services operations. Ms. O’Brien also previously served as Chief Legal Officer and Chief Compliance Officer for CEVA Logistics, plc., a global provider of contract logistics and freight forwarding services and as General Counsel, Chief Compliance Officer and Secretary of EGL, Inc., which was acquired by CEVA Logistics.
Mr. Roberts has served as Senior Vice President and Chief Operations and Engineering Officer of DuPont de Nemours Inc. since 2018. Previously, he served as Vice President, Manufacturing, Technology and Regulatory Services and as Senior Director, Manufacturing and Regulatory Services of Arkema S.A. Earlier in his career, he served in various manufacturing, health and safety, operations and engineering positions at Arkema as well as at Total Energy and Eastman Kodak. He also served as U.S. Army Officer – Chemical Corps as a member of the reserves.
“Dana and Daryl bring in-depth, diverse sets of experiences and skillsets and valuable perspectives that will advance our strategic priorities to deliver long-term earnings growth and shareholder value,” said Erin Kane, president and CEO of AdvanSix. “This Board refreshment ensures that AdvanSix is well positioned with the strength of leadership as the company executes on our strategic vision to support safe, stable and sustainable operations, improved through-cycle profitability and total shareholder return.”
These appointments reflect the company’s commitment to an experienced Board with a focus on corporate governance in order to accelerate the company’s growth as a diversified chemistry company.
“Throughout my career, I have had the privilege of serving in legal and leadership roles across leading public companies and industries, from energy and logistics to manufacturing and infrastructure,” said Dana O’Brien. “I have seen firsthand the importance of strong governance, strategic vision and a steadfast commitment to integrity and accountability and I appreciate the opportunity to contribute my experience and passion for public company governance and collaborate with my fellow directors and the management team to help guide AdvanSix’s future and support its mission and values.”
“I am honored to join the AdvanSix Board of Directors and contribute to a company known for its commitment to operational excellence,” said Daryl Roberts. “Throughout my career - whether in military service, executive leadership at multinational organizations or Board roles - I have seen the power of strong, collaborative leadership in navigating complex challenges. I look forward to working alongside my fellow Board members and the talented AdvanSix team to help drive sustainable growth and deliver value for all stakeholders.”
About AdvanSix
AdvanSix is a diversified chemistry company that produces essential materials for our customers in a wide variety of end markets and applications that touch people’s lives. Our integrated value chain of our five U.S.-based manufacturing facilities plays a critical role in global supply chains and enables us to innovate and deliver essential
products for our customers across building and construction, fertilizers, agrochemicals, plastics, solvents, packaging, paints, coatings, adhesives, electronics and other end markets. Guided by our core values of Safety, Integrity, Accountability and Respect, AdvanSix strives to deliver best-in-class customer experiences and differentiated products in the industries of nylon solutions, plant nutrients, and chemical intermediates. More information on AdvanSix can be found at http://www.advansix.com.
Forward Looking Statements
This release contains certain statements that may be deemed “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, that address activities, events or developments that our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements may be identified by words such as "expect," "anticipate," "estimate," “outlook,” "project," "strategy," "intend," "plan," "target," "goal," "may," "will," "should" and "believe" and other variations or similar terminology and expressions. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors, many of which are beyond our control and difficult to predict, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: general economic and financial conditions in the U.S. and globally; the potential effects of inflationary pressures, tariffs or the imposition of new tariffs, trade wars, barriers or restrictions, or threats of such actions, changes in interest rates, labor market shortages and supply chain issues; instability or volatility in financial markets or other unfavorable economic or business conditions caused by geopolitical concerns, including as a result of new or proposed legislation or regulatory, trade or other policies in or impacting the U.S., the conflict between Russia and Ukraine, the conflicts in Israel, Gaza and Iran, and related uncertainty in the surrounding region, and the possible expansion of such conflicts; the effect of any of the foregoing on our customers’ demand for our products and our suppliers’ ability to manufacture and deliver our raw materials, including implications of reduced refinery utilization in the U.S.; our ability to sell and provide our goods and services; the ability of our customers to pay for our products; any closures of our and our customers’ offices and facilities; risks associated with increased phishing, compromised business emails and other cybersecurity attacks, data privacy incidents and disruptions to our technology infrastructure; risks associated with operating with a reduced workforce; risks associated with our indebtedness including compliance with financial and restrictive covenants, and our ability to access capital on reasonable terms, at a reasonable cost, or at all, due to economic conditions or otherwise; the impact of scheduled turnarounds and significant unplanned downtime and interruptions of production or logistics operations as a result of mechanical issues or other unanticipated events such as fires, severe weather conditions, natural disasters, pandemics and geopolitical conflicts and related events; price fluctuations, cost increases and supply of raw materials; our operations and growth projects requiring substantial capital; growth rates and cyclicality of the industries we serve including global changes in supply and demand; failure to develop and commercialize new products or technologies; loss of significant customer relationships; adverse trade and tax policies; extensive environmental, health and safety laws that apply to our operations; hazards associated with chemical manufacturing, storage and transportation; litigation associated with chemical manufacturing and our business operations generally; inability to acquire and integrate businesses, assets, products or technologies; protection of our intellectual property and proprietary information; prolonged work stoppages as a result of labor difficulties or otherwise; failure to maintain effective internal controls; our ability to declare and pay quarterly cash dividends and the amounts and timing of any future dividends; our ability to repurchase our common stock and the amount and timing of any future repurchases; disruptions in supply chain, transportation and logistics; potential for uncertainty regarding qualification for tax treatment of our spin-off; fluctuations in our stock price; and changes in laws or regulations applicable to our business. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ materially from those contemplated by such forward-looking statements as a result of a number of risks, uncertainties and other factors including those noted above and those identified in our filings with the Securities and Exchange Commission (SEC), including the risk factors in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, as updated in subsequent reports filed with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. We do not undertake to update or revise any of our forward-looking statements.
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(973) 526-1615 (973) 526-1700