Mueller Water Products, Inc 8-K, filed May 13, 2020
Mueller Water Products, Inc. (MWA)
8-K
2020-05-13
For: 2020-05-08
View Original
Added on
April 11, 2026
About this 8-K
Mueller Water Products, Inc filed this 8-K on May 13, 2020, reporting on events of May 8, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): May 8, 2020
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
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(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) | ||||||||
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Securities registered pursuant to Section 12(b) of the Act:
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| 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.
Due to the economic impact of the COVID-19 pandemic on our business, Mueller Water Products, Inc. (the “Company,” “we” or “our”) has decided to implement certain cost saving measures in the interest of our stockholders and to help support our financial position during this time of uncertainty. Accordingly, on May 18, 2020, the Company amended its employment agreements with Messrs. Hall, Heinrichs and Rogowski and Ms. Zakas to reduce base pay for each such executive by 20% for the period from May 18, 2020 through July 24, 2020 (the “Reduction Period”). The template amendment is attached to this report as Exhibit 99.1.
The Company’s Board of Directors has resolved to reduce the non-employee director annual retainer and other non-employee director fees by 20% for the Reduction Period.
Additionally, Gregory S. Rogowski, Executive Vice President, Business Development, will be departing the Company effective May 31, 2020. He will remain entitled to incentive compensation in accordance with the Company’s Management Incentive Plan and the terms of the applicable incentive award agreements. Mr. Rogowski will also receive severance benefits in accordance with the terms of his employment agreement dated April 10, 2009, as amended.
Item 7.01. Regulation FD Disclosure.
As a part of our cost saving measures, beginning on May 11, 2020, the Company implemented temporary plant shutdowns and a furlough or salary reduction program for substantially all Company employees to match production to market demand. We currently expect these temporary shutdowns, furloughs and salary reductions to continue through July 24, 2020. During this time, furloughed employees will not receive salaries but will continue to be provided with health care benefits. Because these furloughs are related to the effects of the COVID-19 pandemic on our business, we anticipate furloughed employees will be eligible for enhanced unemployment compensation, subject to applicable federal and state laws.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as “will,” “should,” “plan,” “expect,” “anticipate,” and similar words. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements do not guarantee future performance and the Company’s actual results could differ materially from those contained in forward-looking statements due to a number of factors, including the those identified under “Risk Factors” in Item 1A of the Company’s most recently filed Quarterly Reports on Form 10-Q and Annual Report on Form 10-K (all of which risks may be amplified by the COVID-19 outbreak). Undue reliance should not be placed on any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | ||||
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.
| Dated: May 13, 2020 | MUELLER WATER PRODUCTS, INC. | |||||||||||||||||||
| By: | /s/ Steven S. Heinrichs | |||||||||||||||||||
| Steven S. Heinrichs | ||||||||||||||||||||
| Executive Vice President, Chief Legal and Compliance Officer and Secretary | ||||||||||||||||||||
Exhibit 99.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 8th day of May 2020, by and between Mueller Water Products, Inc., a Delaware corporation (“Company”), and [Name of Employee] (“Employee”).
W I T N E S S E T H:
WHEREAS, Company and Employee entered into an executive employment agreement effective as of [Date of Agreement, as amended] (the “Agreement”);
WHEREAS, the Agreement provides for a base salary and bonus while employed;
WHEREAS, Company has requested that Employee accept a reduced salary for the period from May 18, 2020 to July 24, 2020 (“Reduction Period”) in recognition of salary cuts and other cost-saving measures implemented throughout the Company at its subsidiaries due to the novel Coronavirus (“COVID-19”) pandemic;
WHEREAS, Employee has consented to that reduction in pay, and wishes to document that consent by this agreement;
NOW, THEREFORE, Employee and Company, in consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1.Capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Agreement.
2.Employee agrees and accepts a temporary reduction of 20% (“Temporary Pay Reduction”) in salary for the period from May 18, 2020 to July 24, 2020 (“Reduction Period”).
3.Employee agrees that “Good Reason,” as defined under the Agreement, shall not mean the Temporary Pay Reduction for the Reduction Period due to the COVID-19 pandemic.
4.The Parties acknowledge and agree that the Temporary Pay Reduction shall not, in any manner, reduce, modify, affect or otherwise be considered when determining Employee’s compensation or merit increases, including, but not limited to, for purposes of calculating change-in-control payments, severance payments, cash bonus amounts and/or equity awards.
5.The Parties acknowledge and agree that this Amendment has been negotiated at arm’s-length between persons knowledgeable in the matters dealt with herein. Accordingly, any rules of law that would require interpretation of any ambiguities against the party who drafted this Amendment do not apply and are expressly waived.
6.The Parties agree to cooperate fully and execute any and all documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the terms and intent of this Amendment.
7.The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms and continue to bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be resolved as provided in the Agreement.
8.This Amendment shall be effective as of the date first set forth above.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.
| MUELLER WATER PRODUCTS, INC. | ||||||||||||||||||||
| By: | ||||||||||||||||||||
| J. Scott Hall | ||||||||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||
| Name of Employee | ||||||||||||||||||||
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