8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):

February 16, 2022

ORION ENGINEERED CARBONS S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg	001-36563	00-0000000
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
4501 Magnolia Cove Drive, Suite 106,<br><br> <br>Houston, TX	77345
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(Address of principal executive offices)	(Zip Code)

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(281) 318-2959

(Registrant’s telephone number, including area code)

(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))

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 Shares, no par value	OEC	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 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.

On February 16, 2022, Orion Engineered Carbons S.A. (the “Company”) appointed Jeffrey Glajch as its new Chief Financial Officer (“CFO”). Mr. Glajch succeeds Bob Hrivnak, who served as the Company’s interim CFO since October 2021. Mr. Hrivnak will continue to serve as the Company’s Chief Accounting Officer.

Mr. Glajch has over 30 years of experience leading corporate finance and accounting control functions for both public and private companies. He joins the Company from Graham Corporation (NYSE: GHM), a leading designer and manufacturer of vacuum and heat transfer equipment for energy markets and process industries, where he has served as Chief Financial Officer for the past 13 years. In this role, Mr. Glajch led all aspects of finance, business development, investor relations, risk management, legal, information technology and human resources. Prior to Graham Corporation, he held senior financial roles at a number of companies. Jeffrey holds an MBA from Purdue University, a master’s degree in chemical engineering from Clarkson University and a bachelor’s degree in chemistry from Carnegie Mellon University.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Orion Engineered Carbons S.A., dated February 16, 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.

Orion Engineered Carbons S.A.
By:	/s/ Corning Painter
	Name:	Corning Painter
	Title:	Chief Executive Officer

Date: February 16, 2022

EXHIBIT 99.1

FORIMMEDIATE RELEASE: Feb. 16, 2022

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OrionEngineered Carbons Appoints Jeffrey Glajch as Chief Financial Officer

HOUSTON – Orion Engineered Carbons (NYSE: OEC), a leading global supplier of specialty and high-performance carbon black, announced today that Jeffrey Glajch has accepted the role of chief financial officer for Orion with a planned joining date of April 18, 2022.

Glajch will succeed Bob Hrivnak, who currently serves in the dual role of interim CFO and chief accounting officer. Hrivnak will continue as chief accounting officer.

Glajch has over 30 years of experience leading corporate finance and accounting control functions for both public and private companies. He joins Orion from Graham Corporation (NYSE: GHM), a leading designer and manufacturer of vacuum and heat transfer equipment for energy markets and process industries, where he has served as CFO for the past 13 years. In this role, Glajch led all aspects of finance, business development, investor relations, risk management, legal, information technology and human resources. Prior to Graham Corporation, he held senior financial roles at a number of companies.

Glajch holds an MBA from Purdue University, a master’s degree in chemical engineering from Clarkson University and a bachelor’s degree in chemistry from Carnegie-Mellon University.

"Jeff is a seasoned leader with a demonstrated track record of driving company growth and providing strong strategic financial leadership,” Corning Painter, Orion’s CEO, said. “We are excited about the experience he brings and look forward to him joining the Orion leadership team.”

Painter added, “We would also like to extend our thanks and appreciation to Bob, who as our interim CFO, has ensured a seamless transition. We look forward to Jeff and Bob working together to further strengthen our excellent finance organization.”

The company will release its full year 2021 results after the market closes on Thursday, February 17, 2022, to be followed by a conference call on Friday, February 18, 2022, at 8:30 a.m. (EST). Details for the call can be found on the company’s investor website.

AboutOrion Engineered Carbons

Orion Engineered Carbons (NYSE: OEC) is a leading global supplier of carbon black, a solid form of carbon produced as powder or pellets. The material is made to customers’ exacting specifications for tires, coatings, ink, batteries, plastics and numerous other specialty, high-performance applications.

Carbon black is used to tint, colorize, provide reinforcement, conduct electricity, increase durability, and add UV protection. Orion has innovation centers on three continents and 14 plants worldwide, offering the most diverse variety of production processes in the industry. The company’s corporate lineage goes back more than 160 years to Germany, where it operates the world’s longest-running carbon black plant. Orion is a leading innovator, applying a deep understanding of customers’ needs to deliver sustainable solutions. For more information, please visit orioncarbons.com.

Forward-LookingStatements

This document contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements of future expectations that are based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. New risk factors and uncertainties emerge from time to time and it is not possible to predict all risk factors and uncertainties, nor can we assess 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. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information, other than as required by applicable law.

Contacts:

Wendy Wilson

Orion Engineered Carbons

Head of Investor Relations

wendy.wilson@orioncarbons.com

+1 281-974-0155

William Foreman

Orion Engineered Carbons

Director of Corporate Communications and Government Affairs

william.foreman@orioncarbons.com

Direct: +1 832-445-3305

Mobile: +1 281-889-7833