pyx-20230117FALSE000093993000009399302023-01-172023-01-17
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): January 17, 2023
Pyxus International, Inc.
(Exact name of Registrant, as specified in its charter)
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| Virginia | | 000-25734 | | 85-2386250 |
(State or other jurisdiction
of incorporation) | | (Commission file number) | | (I.R.S. Employer
Identification No.) |
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8001 Aerial Center Parkway
Morrisville, North Carolina 27560-8417
(Address of principal executive offices, including zip code)
(919) 379-4300
(Registrant’s telephone number, including area code)
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:
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| ☐ | 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: None
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. ☐
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| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 17, 2023, Patrick B. Fallon, a member of the Board of Directors of Pyxus International, Inc. (the “Company”), resigned as a director of the Company effective on January 18, 2023. On January 18, 2023, the Board of Directors of the Company increased the size of the Board of Directors from six to seven and elected John S. Alphin and Patrick J. Bartels, Jr. as directors to fill the vacancies created by the increase in the size of the Board of Directors and Mr. Fallon’s resignation.
Mr. Fallon is a Managing Principal of Monarch Alternative Capital LP (“Monarch”). Mr. Bartels served as a Managing Principal of Monarch from 2002 to December 2018. As described in the Company’s definitive proxy statement for its annual meeting of shareholders held on August 18, 2022 (the “2022 Proxy Statement”), in connection with the resolution of Chapter 11 bankruptcy proceedings involving the Company’s predecessor, on August 24, 2020, the Company entered into a Shareholders Agreement (the “Shareholders Agreement”), among the Company and the investors listed therein, each other beneficial owner of the Company’s common stock as of the date of the Shareholder Agreement deemed to be a party thereto pursuant to the plan of reorganization in the Chapter 11 proceeding and other persons that may from time to time become parties thereto (collectively, the “Investors”). The Shareholders Agreement provides that each of Glendon Capital Management, L.P. (together with its affiliates that are shareholders of the Company, the “Glendon Investor”) and Monarch (together with its affiliates that are shareholders of the Company, the “Monarch Investor”) shall be entitled to nominate two individuals to serve on the board of directors of the Company so long as it beneficially owns at least 20% of the outstanding shares of the Company’s common stock, or one individual to serve as such a director if it beneficially owns fewer than 20% of the outstanding shares but at least 10% of the outstanding shares. The Shareholders Agreement provides that the Investors shall take all necessary action to elect such nominees of each of the Glendon Investor and the Monarch Investor as directors, as well as the election of the chief executive officer of the Company as a director and other individuals qualifying as independent directors to be selected by Investors that beneficially own 5% or more of the outstanding shares of common stock of the Company, as determined by a majority of the shares of the Company’s common stock beneficially owned by such Investors. The Shareholders Agreement also includes provisions for shareholders that are parties thereto to vote for the removal and replacement of the directors designated by the Glendon Investor at the request of the Glendon Investor and the removal and replacement of the directors designated by the Monarch Investor at the request of the Monarch Investor.
Mr. Alphin was appointed as a member of the Environmental, Social, Governance and Nominating Committee of the Company’s Board of Directors. Mr. Bartels was appointed as a member of the Audit Committee of the Company’s Board of Directors and as the Chair of the Compensation Committee of the Company’s Board of Directors. Each of Mr. Alphin and Mr. Bartels will be entitled to receive compensation for his service as a director in accordance with the Company’s policies for the compensation of directors who are not employees of the Company, which currently provide for annual cash compensation of $115,000 for service on the Board of Directors, $10,000 for service on each committee thereof (other than as Chair of the committee), and $25,000 for service as Chair of the Compensation Committee, as well as an award of restricted stock units having a grant date value of $125,000 that vest subject to the satisfaction of the conditions set forth in the 2022 Proxy Statement under the heading “Compensation of Directors,” which information is incorporated herein by reference. Such compensation will be prorated for their respective period of service.
On January 23, 2023, the Company issued a press release, which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
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| Item 9.01 | | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. | Description |
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| 99.1 | |
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| 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.
Date: January 23, 2023
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| PYXUS INTERNATIONAL, INC. |
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| By: | | /s/ William L. O’Quinn, Jr. |
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| | William L. O’Quinn, Jr. |
| | Senior Vice President – Chief Legal |
| | Officer and Secretary |