8-K

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):

August 31, 2020

_____________________________________________________________________________________

ORION ENGINEERED CARBONS S.A.

(Exact name of registrant as specified in its charter)

(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:

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. o

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 27, 2020, the Company appointed Bob Hrivnak to serve as its new Chief Accounting Officer (CAO). Mr. Hrivnak succeeds André Schulze Isfort, who served as the Company’s CAO since 2014.

Mr. Hrivnak has over 30 years of experience as an accomplished financial executive with an extensive track record for leading corporate finance and accounting control functions of public companies. A Certified Public Accountant who started his career as an auditor with KPMG, Bob joins the Company from Clearwater Paper Corp. (NYSE: CLW), a manufacturer of paper products based in Spokane, Washington, where he served as Chief Financial Officer and CAO. Immediately prior to Clearwater Paper Corp., Mr. Hrivnak held the position of CAO at Itron, Inc. (NASDAQ: ITRI), a global technology and services company for utilities and municipalities. He previously served as CAO and Chief Tax Officer at Education Management Corp., Assistant Corporate Controller at Fluor Corp. (NYSE: FLR) and as Senior Director, External Reporting and Global Consolidation at Tyco International. He holds a bachelor’s degree in business and accounting from Ohio State University and an MBA from the University of Wisconsin – Madison. Mr. Hrivnak will be primarily based in the Company’s Houston office.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

Document

Orion Engineered Carbons Appoints Robert Hrivnak As Chief Accounting Officer

HOUSTON--(BUSINESS WIRE) -- Orion Engineered Carbons S.A. (NYSE: OEC), a worldwide supplier of specialty and high-performance carbon black, today announced the appointment of Mr. Bob Hrivnak as Chief Accounting Officer (CAO) of the company.

“We are extremely pleased to welcome a senior accounting and finance executive to the company with Bob’s capabilities, values and track record leading high performing teams,” said Lorin Crenshaw, Chief Financial Officer. “He brings a comprehensive understanding of financial operations, accounting functions and complex accounting treatments, along with deep experience with U.S. GAAP, SEC reporting, regulatory compliance and provisions of Sarbanes-Oxley.”

Mr. Hrivnak has over 30 years of experience as an accomplished financial executive with a tremendous track record in leading corporate finance and accounting control functions of public companies. A Certified Public Accountant (CPA), who started his career as an auditor with KPMG, Bob joins the company from Clearwater Paper Corp. (NYSE: CLW), a manufacturer of paper products, where he served as CFO and CAO. Prior to Clearwater, Bob served as CAO of Itron, Inc. (NASDAQ: ITRI), a provider of technology and services to public utilities and municipalities. Earlier in his career, he was CAO and Chief Tax Officer for Education Management Corp., a for-profit education company and previously held accounting leadership positions at Fluor Corp. (NYSE: FLR) and Tyco International. Mr. Hrivnak holds a bachelor’s degree in business and accounting from Ohio State University and an MBA from the University of Wisconsin – Madison.

Bob will succeed Mr. André Schulze Isfort, who had a distinguished nine-year tenure as CAO of the company highlighted by several key milestones, including leading the accounting function through Orion’s transition from private to public ownership, the conversion of the company's financial statements from IFRS to U.S. GAAP and from Euros to U.S. Dollars, and transitioning from a foreign filer to a domestic filer under SEC rules. Mr. Schulze Isfort will transition his duties to Mr. Hrivnak over the next four months.

Mr. Crenshaw added, “We truly appreciate André’s years of dedicated service to Orion. I want to thank him for his commitment and significant contributions during his tenure with the company. The Orion team wishes him the best as he moves on to his next opportunity.”

About Orion Engineered Carbons S.A.

Orion is a worldwide supplier of carbon black. We produce a broad range of carbon blacks that include high-performance specialty gas blacks, acetylene blacks, furnace blacks, lamp blacks, thermal blacks and other carbon blacks that tint, colorize and enhance the performance of polymers, plastics, paints and coatings, inks and toners, textile fibers, adhesives and sealants, tires, and mechanical rubber goods such as automotive belts and hoses. Orion operates 14 global production sites and has approximately 1,425 employees worldwide. For more information please visit our website at www.orioncarbons.com.

Forward-Looking Statement

This press release may contain and refer to certain forward-looking statements. These statements may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and

uncertainties that could cause actual developments, results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among others, statements concerning the potential exposure to market risks, statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions and statements that are not limited to statements of historical or present facts or conditions. You should not place undue reliance on forward looking statements. They are based on estimates and assumptions that, although believed to be reasonable, are inherently uncertain. Forward-looking statements are typically identified by words such as “anticipate,” “assume,” “assure,” “believe,” “confident,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “probably,” “project,” “will,” “seek,” “target” “to be,” and other words of similar meaning.

Orion Engineered Carbons S.A.

Investor Relations

Wendy Wilson, +1 281-974-0155

Investor-Relations@orioncarbons.com