8-K
JBT MAREL Corp (JBTM)
| UNITED STATES |
|---|
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM 8-K
| CURRENT REPORT |
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| PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of Report (Date of earliest event reported): December 1, 2021
John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-34036 | 91-1650317 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br>Identification Number) |
70 West Madison Street, Suite 4400
Chicago, IL 60602
(Address of principal executive offices, including Zip Code)
(312) 861-5900
(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 Forms 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)) | 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, par value $0.01 per share | JBT | New York Stock Exchange | 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 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.
On December 1, 2021, the Board of Directors of John Bean Technologies Corporation (the “Company”) increased the size of the Company’s Board of Directors (the “Board”) to 10 members and elected Charles L. Harrington to the Board as a Class I director, effective January 1, 2022.
Charles L. Harrington, 63, has served as Executive Chairman of the Board of Directors of Parsons Corporation since July 2021. Mr. Harrington was the Chief Executive Officer and President of Parsons Corporation from 2008 until his retirement in July 2021. Before that, Mr. Parsons served in multiple roles with Parsons Corporation including as its Chief Financial Officer (2006 – 2008), Group President, Biotechnology, Semiconductors and Telecommunications (2001 – 2006), Senior Vice President, Industrial Division Manager (1996 – 2001), and Vice President, Program Management and Business Development (1991 – 1996).
Mr. Harrington was also appointed to serve as a member of the Audit Committee of the Board of Directors of the Company effective January 1, 2022.
The Company is not aware of any transactions or series of transactions between Mr. Harrington or any members of Mr. Harrington’s immediate family and the Company in which Mr. Harrington or his immediate family have, or will have, a direct or indirect material interest since the beginning of the Company’s last fiscal year.
Also on December 1, 2021, James M. Ringler, a member of the Company’s original Board, determined that he will retire from the Board effective at the May 2022 Annual Meeting of Stockholders. The Board waived the Company’s Board retirement policy in May 2021 to allow Mr. Ringler, formerly the Chairman, President and CEO of Premark International, Inc., a predecessor to ITW, to remain for an additional term to retain his expertise on the Compensation Committee through the COVID pandemic and to provide guidance to the Company’s newly appointed chief executive officer. Mr. Ringler was elected to a three-year term that would have expired in 2024 had he served it to completion. James E. Goodwin, former Chairman and CEO of UAL Corporation, will also retire from the Board at the Company’s Annual Meeting of Stockholders in May in accordance with the Company’s Board retirement policy.
A press release issued by the Company announcing changes to the Board is filed with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued December 7, 2021 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURE
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.
| John Bean Technologies Corporation | ||
|---|---|---|
| Date: December 7, 2021 | By: | /s/ Jessi L. Corcoran |
| Name | Jessi L. Corcoran | |
| Title | Vice President, Corporate Controller and duly authorized officer | |
| (Principal Accounting Officer) |
Document
News Release Exhibit 99.1
JBT Corporation
70 W. Madison
Suite 4400
Chicago, IL 60602
For Release: December 7, 2021
| Investors & Media: | Kedric Meredith | 312 861 6034 |
|---|
JBT Announces the Appointment of New Director
Adds Former CEO of Technology-Focused Global Engineering Firm
CHICAGO, December 7, 2021—JBT Corporation (NYSE: JBT), a leading global technology solutions provider to high-value segments of the food & beverage industry, announced today that it has increased the size of its Board of Directors to ten members and elected Charles (“Chuck”) L. Harrington to the Board effective January 1, 2022.
“We are extremely pleased to welcome Chuck to the Board,” said Alan Feldman, Board Chairman. “His global perspective, engineering and technology expertise, understanding of cybersecurity and risk management systems, M&A track record, and strong relationships with governments and businesses across sectors will add considerable value to our Board.” “As a recently retired public company CEO, Chuck will provide invaluable support to me as we develop and implement a new strategic direction for the Company,” added Brian Deck, President and CEO of the Company.
Chuck Harrington is the Executive Chairman and recently retired President and Chief Executive Officer of Parsons Corporation. He brings deep public company governance experience and was the catalyst for Parson Corporation’s highly successful digital transformation from an engineering and construction management firm into a global technology company, at the leading edge of trends in cybersecurity, artificial intelligence and autonomous systems.
James M. Ringler, a member of the Company’s original Board, has elected to retire from the Board at the May 2022 Annual Meeting of Stockholders. The Board waived the Company’s Board retirement policy last May to allow Mr. Ringler, formerly the Chairman, President and CEO of Premark International, Inc., a predecessor to ITW, to remain for an additional term to retain his expertise on the Compensation Committee through the COVID pandemic and to provide guidance to the Company’s then newly appointed CEO. James E. Goodwin, former Chairman and CEO of UAL Corporation and also one of the Company’s original Board members, will also retire from the Board at the Company’s May 2022 Annual Meeting in accordance with the Company’s Board retirement policy. “We are fortunate to have had the leadership of Jim Goodwin and Jim Ringler on JBT’s Board during their nearly 14 years of service,” said Feldman. “On behalf of the entire Board, we thank them for their valuable contributions and wish them all the best in their retirement,” added Feldman.
JBT Corporation (NYSE: JBT) is a leading global technology solutions provider to high-value segments of the food & beverage industry with focus on proteins, liquid foods and automated system solutions. JBT designs, produces and services sophisticated products and systems for multi-national and regional customers through its FoodTech segment. JBT also sells critical equipment and services to domestic and international air transportation customers through its AeroTech segment. JBT Corporation employs approximately 6,400 people worldwide and operates sales, service, manufacturing and sourcing operations in more than 25 countries. For more information, please visit www.jbtc.com.