8-K - FF - Equibles

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): July 8, 2022

FUTUREFUEL CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-52577	20-3340900
(Commission File Number)	(IRS Employer Identification No.)

8235 Forsyth Blvd., Suite 400

St. Louis, Missouri 63105

(Address of Principal Executive Offices)

(314) 854-8352

(Registrant’s Telephone Number)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
---	---
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
---	---
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
---	---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FF	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

Chief Executive Officer Succession

On July 8, 2022, Paul A. Novelly (“Tony Novelly”), Chairman and Chief Executive Officer of FutureFuel Corp. (the “Company”) advised the Board of Directors (the “Board”) of the Company that he will retire as Chief Executive Officer of the Company, effective July 31, 2022 with a view to facilitating an orderly plan of succession among the Company’s senior management. Tony Novelly will continue as Chairman of the Board.

The Board has named Thomas McKinlay as Chief Executive Officer of the Company, effective following Tony Novelly’s retirement. Mr. McKinlay (age 59) has served as the Company’s Chief Operating Officer since January 2017. Mr. McKinlay is a Chemical Engineer and business operations executive with over 30 years of global experience in the oil and gas industry including management of large-scale refining and trading operations; midstream assets; renewables production and trading; retail; contract negotiation; and mergers and acquisitions. Prior to joining the Company, Mr. McKinlay was the owner and president of Gilrita Consulting Limited, a U.K.-based independent downstream consultancy firm, for over two years. Prior to Gilrita Consulting Limited, Mr. McKinlay served as Executive Vice President of Murphy Oil Corporation for over three years, a position which incorporated the role of Managing Director of Murco Petroleum Limited, a U.K.-based oil refining company. Mr. McKinlay was employed for a total of approximately six years by Murphy Oil. Mr. McKinlay received a bachelor of science in chemical engineering (with honors) from the University of Strathclyde in Glasgow, UK in 1985.

There is no family relationship between Mr. McKinlay and any other director or executive officer of the Company. There are no transactions between the Company and Mr. McKinlay disclosable pursuant to Item 404(a) of Regulation S-K.

Mr. McKinlay’s compensation for his service with the Company will not immediately change in connection with his appointment as Chief Executive Officer.

Director Appointments

As previously disclosed, on May 18, 2021, Edwin A. Levy resigned from the Board, and on April 8, 2022, Jeffrey L. Schwartz resigned from the Board, leaving seven directors currently serving on the Board and two vacancies. On July 8, 2022, the Board affirmed the size of the Board as nine directors and appointed Paul Anthony Novelly, II (“P.A. Novelly”) and Ronald J. Kruszewski as directors to fill the two vacancies.

P.A. Novelly, 55, is Chief Executive Officer of Apex Holdings Co. and its subsidiary Apex Oil Company, Inc. (collectively, “Apex”), a privately held company based in St. Louis, Missouri, which together with its affiliates is engaged in trading, storage, marketing, and transportation of petroleum products, including liquid terminal facilities in the Midwest and Eastern United States, and towboat and barge operations on the inland waterway system. He also serves as a director of Apex Oil Company Charitable Foundation. P.A. Novelly has reported that, in various capacities, he may be deemed to share beneficial ownership of common stock representing 39.9% of the Company’s outstanding shares. P.A. Novelly is the son of Tony Novelly.

Ronald J. Kruszewski, 63, is Chairman of the Board and Chief Executive Officer of Stifel Financial Corp., a New York Stock Exchange-listed investment firm with multi-national operations. He joined Stifel as Chief Executive Officer in 1997 and was named Chairman in 2001. Mr. Kruszewski also is the current Chairman of the American Securities Association (ASA) and serves on the Board of Directors of the Securities Industry and Financial Markets Association (SIFMA). From 2014 to 2019, he served on the Federal Advisory Council of the Board of Directors of the Federal Reserve Bank of St. Louis. Additionally, he serves on the Board of Trustees of Saint Louis University and the U.S. Ski and Snowboard Team Foundation.

P.A. Novelly and Mr. Kruszewski were appointed to serve as directors pursuant to an understanding among the Board members in connection with planning for an orderly transition in the Company’s senior management, which included the succession by Mr. McKinlay as Chief Executive Officer following Tony Novelly’s retirement. Following their identification as candidates to join the Board, the Company’s Nominating/Corporate Governance Committee and the Board assessed the qualifications and value that P.A. Novelly and Mr. Kruszewski would bring to the Board and determined that each candidate had expertise and experience that would enhance the Board. In addition, the Board determined that Mr. Kruszewski is an independent director for purposes of the listing standards of the New York Stock Exchange and the rules of the U.S. Securities and Exchange Commission. There are no material plans, contracts or arrangements to which either P.A. Novelly or Mr. Kruszewski is a party or in which either participates in connection with either of their appointment as a director, nor any grant or award to either such person under any such plan, contract or arrangement. P.A. Novelly and Mr. Kruszewski will be eligible to be compensated in accordance with the Company’s director compensation policy for non-employee directors as most recently described in the Company’s proxy statement for its 2021 annual meeting of stockholders, filed with Securities and Exchange Commission on August 11, 2021, under the heading “Compensation of Directors.”

P.A. Novelly serves as: (1) the Chief Executive Officer and a principal beneficial owner of Apex; (2) a principal beneficial owner of Pinnacle Consulting, LLC (“Pinnacle”); (3) a director and a principal beneficial owner of World Point Terminals, Inc. and its subsidiary Center Point Terminal Company (collectively, “Center Point”); (4) a principal beneficial owner of Clark Oil Trading Company (“Clark”); and (5) a principal beneficial owner of Enjet, Inc. (“Enjet”).

The Company engages in a variety of transactions with Apex, including biodiesel renewable identification number sales and purchases, sales of B99 biodiesel and blended biodiesel, pipeline transactions (which ceased in March 2022), purchases of diesel, biodiesel blending, commodity trading advising and legal, travel and administrative services. In 2021, in connection with these transactions, the Company incurred approximately $81.1 million of gross expenses to Apex ($5.2 million, net) and recognized approximately $76.3 million of gross revenue from Apex ($0.8 million, net). In the first quarter of 2022, the Company incurred approximately $16.6 million in expenses to Apex and recognized approximately $15.4 million of revenue from Apex.

In 2021, the Company incurred approximately $120,000 of expenses to Pinnacle for tax and consulting services. The Company’s relationship with Pinnacle is ongoing and the Company expects to continue to pay Pinnacle for such services.

In 2021, the Company incurred approximately $164,000 of expenses to Center Point for leased oil storage. The Company’s relationship with Center Point is ongoing and the Company expects to continue to pay Center Point for such services.

In 2021, the Company recognized approximately $307,000 of revenue from Clark for sales of biodiesel bottoms and diisopropylbenzene residue bottoms. The Company’s relationship with Clark is ongoing and the Company expect to continue to receive payments from Clark for such sales.

In 2021, the Company incurred approximately $11.4 million of expenses to Enjet for natural gas purchases. The Company no longer purchases natural gas from Enjet.

There are no transactions between the Company and Mr. Kruszewski disclosable pursuant to Item 404(a) of Regulation S-K.

On July 11, 2022, the Company issued a press release disclosing the matters set forth above.

Item 9.01 – Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release dated July 11, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FUTUREFUEL CORP.
By:	/s/ Rose M. Sparks
	Rose M. Sparks, Chief Financial Officer
Date: July 11, 2022

ex_393981.htm

Exhibit 99.1

FOR RELEASE at 7 a.m. on July 11, 2022

COMPANY CONTACT

FutureFuel Corp.

Thomas McKinlay

(314) 854-8352

www.futurefuelcorporation.com

FutureFuel Announces CEO Transition and Appointment of Two Directors

CLAYTON, Mo. (July 11, 2022) -- FutureFuel Corp. (NYSE: FF) (“FutureFuel” or the “Company”), a manufacturer of custom and performance chemicals and biofuels, announced today that Paul A. Novelly (“Tony Novelly”) has informed FutureFuel’s Board of Directors that he will step down from his position as Chief Executive Officer of the Company effective July 31, 2022. Mr. Novelly will continue as Chairman of FutureFuel’s Board of Directors. Tony Novelly has served as Chairman of the Board since the Company’s inception in 2005 and as its Chief Executive Officer since 2013. The Company also announced today the appointment to its Board of Paul Anthony Novelly, II (“P.A. Novelly”) and Ronald J. Kruszewski.

CEO Transition - Thomas McKinlay to Serve as New Chief Executive Officer

FutureFuel’s Board has named Thomas McKinlay, the Company’s Chief Operating Officer, to succeed Tony Novelly as Chief Executive Officer effective on Tony Novelly’s retirement.

“It has been a privilege to serve as CEO of FutureFuel for the past nine years and to work with so many excellent people at the Company,” said Tony Novelly. “I am very proud of everything we have accomplished together over the course of my tenure. I’m confident that I am leaving the Company’s executive group in very capable hands. Tom McKinlay has proven himself to be an indispensable leader over the past five years, and I strongly believe that his qualifications and experience uniquely position him to be FutureFuel’s next CEO. I also look forward to continuing to contribute to the Company in my role as Chairman of the Board.”

“On behalf of the entire Future Fuel team, I would like to thank Tony Novelly for his many years of dedicated leadership as Chief Executive Officer,” said Mr. McKinlay. “His industry experience, skills and expertise, along with his knowledge of our operations and strategies, have been invaluable assets to our business. And, I anticipate I will continue to work closely with Tony in his role as Chairman of the Board as we continue to position the Company to capitalize on opportunities for future growth.”

Mr. McKinlay has served as FutureFuel’s Chief Operating Officer since January 2017. He is a Chemical Engineer and business operations executive with over 30 years of global experience in the oil and gas industry. Prior to his joining FutureFuel, Mr. McKinlay was the owner and president of Gilrita Consulting Limited, a U.K.-based independent downstream consultancy firm. He was also Executive Vice President of Murphy Oil Corporation for more than three years, a position which incorporated the role of Managing Director of Murco Petroleum Limited, a U.K.-based oil refining company.

Addition of Two New Directors

The Company also announced today the appointment of P.A. Novelly and Ronald J. Kruszewski to its Board of Directors.

P.A. Novelly, 55, is Chief Executive Officer of Apex Oil Company, Inc., a privately held company based in St. Louis, Missouri, which together with its affiliates is engaged in trading, storage, marketing, and transportation of petroleum products, including liquid terminal facilities in the Midwest and Eastern United States, and towboat and barge operations on the inland waterway system. He also serves as a director of Apex Oil Company Charitable Foundation. P.A. Novelly has reported that, in various a capacities, he may be deemed to share beneficial ownership of common stock representing 39.9% of the Company’s outstanding shares. P.A. Novelly is the son of Tony Novelly.

“On behalf of the entire Board, I am pleased to welcome P.A. and Ron as directors, reflecting our ongoing focus on making sure FutureFuel’s corporate governance is aligned to maximize the potential of the business to grow shareholder value. We know they will bring valuable leadership and perspectives to our Board,” said Tony Novelly.

About FutureFuel

FutureFuel is a leading manufacturer of diversified chemical products, specialty chemical products, and biofuel products. In its chemicals business, FutureFuel manufactures specialty chemicals for specific customers (“custom chemicals”), as well as multi-customer specialty chemicals (“performance chemicals”). FutureFuel's custom chemicals product portfolio includes proprietary intermediates for major chemical companies and chlorinated polyolefin adhesion promoters and antioxidant precursors for a major chemical company. FutureFuel’s performance chemicals product portfolio includes polymer (nylon) modifiers and several small-volume specialty chemicals for diverse applications. FutureFuel’s biofuels segment primarily produces and sells biodiesel. Please visit www.futurefuelcorporation.com for more information.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements deal with FutureFuel’s current plans, intentions, beliefs, and expectations, and statements of future economic performance. Statements containing such terms as “believe,” “do not believe,” “plan,” “expect,” “intend,” “estimate,” “anticipate,” and other phrases of similar meaning are considered to contain uncertainty and are forward-looking statements. In addition, from time to time, FutureFuel or its representatives have made or will make forward-looking statements orally or in writing. Furthermore, such forward looking statements may be included in various filings that the Company makes with the U.S. Securities and Exchange Commission (the “SEC”), in press releases, or in oral statements made by or with the approval of one of FutureFuel’s authorized executive officers.

These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, those set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in FutureFuel’s Form 10-K Annual Report for the year ended December 31, 2021, its Form 10-Q for the quarter ended March 31, 2022, and in its future filings made with the SEC. An investor should not place undue reliance on any forward-looking statements contained in this document, which reflect FutureFuel management's opinions only as of their respective dates. Except as required by law, the Company undertakes no obligation to revise or publicly release the results of any revisions to forward-looking statements. The risks and uncertainties described in this document and in current and future filings with the SEC are not the only ones faced by FutureFuel. New factors emerge from time to time, and it is not possible for the Company to predict which will arise. There may be additional risks not presently known to the Company or that the Company currently believes are immaterial to its business. In addition, FutureFuel cannot reliably predict the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, FutureFuel’s business, operating results, liquidity, and financial condition could be materially affected in an adverse manner. An investor should consult any additional disclosures FutureFuel has made or will make in its reports to the SEC on Forms 10-K, 10-Q and 8-K, **** including any amendments of those filings. All subsequent written and oral forward-looking statements attributable to FutureFuel or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this press release.