Innospec Inc 8-K, filed Nov 2, 2020
Innospec Inc. (IOSP)
About this 8-K
Innospec Inc filed this 8-K on November 2, 2020, reporting on events of November 1, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number:
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code):
Not Applicable
(Former name or former address, if changed since last report)
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 (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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 1, 2020, the Board of Directors (the “Board”) of Innospec Inc. (the “Company”) appointed Ms. Elizabeth Keller Arnold to serve as a Class I director of the Company until the 2021 annual meeting of stockholders of the Company. Ms. Arnold was also appointed to serve on the Company’s Audit Committee.
The Board determined that Ms. Arnold is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder and NASDAQ’s listing standards.
Since August 19, 2019, Ms. Arnold has served as an independent director of FreightCar America, Inc. and has served as audit committee chairperson and on its nominating and corporate governance committee. Ms. Arnold served as the Senior Vice President, Chief Financial Officer and Treasurer of Houghton International, a specialty chemical company with international operations from 2014 to 2019. From October 2012 to April 2014, Ms. Arnold served as the Chief Financial Officer of Physiotherapy Associates. Prior to joining Physiotherapy Associates, Ms. Arnold served as the Chief Financial Officer of Tyco from April 2010 to September 2012. Between 2003 and 2010, Ms. Arnold worked as the Vice President, Corporate Financial Planning & Analysis at Tyco. Earlier in her career, Ms. Arnold served 17 years in numerous roles, including executive leadership positions, for General Electric, a global high-tech industrial company with products and services ranging from aircraft engines, power generation and oil and gas production to medical imaging.
Ms. Arnold will participate in the standard compensation plan for non-employee directors, which includes a cash retainer of $90,000 and $5,000 for service on the Audit Committee each on an annualized basis, paid quarterly. Ms. Arnold will also be eligible to receive an annual grant of stock options and full value awards under the Innospec Inc. 2018 Omnibus Long-Term Incentive Plan with an expected grant date value of $90,000 (with two-thirds of such awards to be granted as full-value awards and one-third to be granted as stock options with a fair market value exercise price set the date of grant). The options typically vest three years after the date of grant and will have a ten-year term. The full-value awards typically vest three years after the date of grant. As a non-employee director, she may also receive an additional daily fee of $2,000 for additional days provided at the specific request of the CEO.
There is no arrangement or understanding pursuant to which Ms. Arnold was selected as a director, and neither Ms. Arnold nor any member of her immediate family has had (or proposes to have) a direct or indirect interest in any transaction in which the Company or any of its subsidiaries was (or proposes to be) a participant, that would be required to be disclosed under Item 404(a) of Regulation S-K.
| Item 8.01. | Other Events. |
On November 2, 2020, the Company issued a press release announcing the appointment of Ms. Arnold to the Board and providing related information, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
2
EXHIBIT INDEX
| Number |
Description |
Method of Filing |
||||
| 99.1 | Press Release dated November 2, 2020. | Filed Herewith | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||
3
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.
| INNOSPEC INC. | ||
| By: | /s/ David B. Jones | |
| David B. Jones | ||
| Vice President, General Counsel and CCO | ||
Date: November 2, 2020
4
Exhibit 99.1
INNOSPEC APPOINTS KELLER ARNOLD AS NON-EMPLOYEE DIRECTOR
Englewood, CO – November 2, 2020 – Innospec Inc. (NASDAQ: IOSP) today announced that it has appointed Ms Elizabeth Keller Arnold as a non-employee director, effective November 1, 2020.
After a long and successful career with General Electric and Tyco, Ms. Arnold was most recently Chief Financial Officer of Houghton International, a highly regarded global specialty chemical company. She is also an independent director of FreightCar America Inc.
She has been appointed for an initial term until the 2021 Annual Stockholders Meeting and will also become a member of the Audit Committee.
Milton C. Blackmore, the Chairman of Innospec, said, “We are delighted that Keller will be joining our Board. She brings valuable skills and experience in financial leadership, revenue growth and corporate development and an extensive knowledge of the specialty chemicals industry. She will be an excellent addition to the Board as Innospec executes its growth strategy and develops its portfolio in the coming years.”
Ms Arnold said “I am honored and excited to join the Innospec Board. The company is a leader in its markets and is well-positioned to continue to deliver strong value to all its stakeholers. I will work to ensure that my skills and experience in finance and in the specialty chemical industry become an asset to the Board”
About Innospec Inc.
Innospec Inc. is an international specialty chemicals company with approximately 2000 employees in 23 countries. Innospec manufactures and supplies a wide range of specialty chemicals to markets in the Americas, Europe, the Middle East, Africa and Asia-Pacific. The Fuel Specialties business specializes in manufacturing and supplying fuel additives that improve fuel efficiency, boost engine performance and reduce harmful emissions. Oilfield Services provides specialty chemicals to all elements of the oil & gas exploration and production industry. The Performance Chemicals business creates innovative technology-based solutions for our customers in the Personal Care, Home Care, Agrochemical, Mining and Industrial markets. Octane Additives produces octane improvers to enhance gasoline.
Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Such forward-looking statements include statements (covered by words like “expects,” “estimates,” “anticipates,” “may,” “believes,” “feels” or similar words or expressions, for example) which relate to earnings, growth potential, operating performance, events or developments that we expect or anticipate will or may occur in the future. Although forward-looking statements are believed by management to be reasonable when made, they are subject to certain risks, uncertainties and assumptions, and our actual performance or results may differ materially from these forward-looking statements. Additional information regarding risks, uncertainties and assumptions relating to Innospec and affecting our business operations and prospects are described in Innospec’s Annual Report on Form 10-K for the year ended December 31, 2019 and other reports filed with the U.S. Securities and Exchange Commission. You are urged to review our discussion of risks and uncertainties that could cause actual
results to differ from forward-looking statements under the heading “Risk Factors” in such reports. Innospec undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Brian Watt
Innospec Inc.
+44-151-355-3611
Brian.Watt@innospecinc.com