Sensient Technologies Corp 8-K, filed Oct 15, 2021
Sensient Technologies Corp (SXT)
8-K
2021-10-15
For: 2021-10-14
View Original
Added on
April 10, 2026
About this 8-K
Sensient Technologies Corp filed this 8-K on October 15, 2021, reporting on events of October 14, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- 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)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address and zip code of principal executive offices)
(414 ) 271-6755
(Registrant’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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(b) and (d). On October 14, 2021, the Board of Directors (the “Board”) of Sensient Technologies Corporation (the “Company”)
increased the size of the Board from ten to eleven members pursuant to Section 3.2(a) of the Company’s Amended and Restated By-laws and elected Sharad Jain as a director, effective December 1, 2021, to serve until the 2022 annual meeting of
shareholders and until his successor is elected and qualified. Mr. Jain will serve on the Audit and Scientific Advisory Committees of the Board.
Mr. Jain will be compensated on the same basis as all other non-employee directors of the Company, as described under “Director
Compensation and Benefits” in the Company’s definitive proxy statement for its 2021 annual meeting of shareholders. Upon his election to the Board, Mr. Jain will be entitled to receive a pro rata portion of the annual cash retainer payable to
non-employee directors for the 2021 calendar year.
There are no arrangements or understandings pursuant to which Mr. Jain was elected as a director, and there are no related party
transactions between the Company and Mr. Jain reportable under Item 404(a) of Regulation S-K.
Also on October 14, 2021, Edward Cichurski notified the Board that he does not intend to seek reelection and will retire from
the Board at the end of his current term expiring at the 2022 annual meeting of shareholders. Mr. Cichurski has served as a director of the Company since 2013. Following Mr. Cichurski’s announcement, the Board acted to approve a reduction in the
size of the Board from eleven directors to ten directors effective as of the date of the 2022 annual meeting of shareholders.
A copy of the press release announcing the foregoing is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
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EXHIBIT INDEX
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Exhibit
Number
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Description
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Press Release of Sensient Technologies Corporation, dated October 14, 2021.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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SENSIENT TECHNOLOGIES
CORPORATION
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By:
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/s/ John J. Manning
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Name:
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John J. Manning
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Title:
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Senior Vice President, General
Counsel, and Secretary
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Date:
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October 15, 2021
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Exhibit 99.1
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Sensient Technologies Corporation
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777 East Wisconsin Avenue
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| News Release |
Milwaukee, WI 53202
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www.sensient.com
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Contact:
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Amy Agallar
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(414) 347-3706
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Sensient Technologies Corporation
Elects Sharad Jain to its Board of Directors
Current Director Edward Cichurski to Retire
MILWAUKEE, WI - October 14, 2021 - Sensient Technologies Corporation (NYSE: SXT) today announced that it will increase the size
of the Board of Directors from ten to eleven, and will elect Sharad Jain to its Board of Directors, both effective December 1, 2021. The Company also announced that current director Edward Cichurski will not seek reelection and will retire from
the Board at the end of his current term expiring at the 2022 annual meeting of shareholders.
“We are pleased to welcome Sharad to the Board,” said Paul Manning, Chairman, President, and Chief Executive Officer of
Sensient Technologies Corporation. “Sharad brings extensive financial and audit expertise in both the consumer products and industrial space. He also has significant advisory experience in mergers and acquisitions, as well as supporting clients
on tax strategies, systems implementations, and business risk management. I look forward to Sharad’s contributions to the Board as we pursue our goal of delivering value to shareholders.”
“I would like to thank Ed for his substantial service to Sensient since he joined the Board in 2013. Throughout his tenure
the Company has changed significantly. Ed’s leadership and counsel during this period have been invaluable. I look forward to working with Ed through the rest of his term and wish him the best in his retirement,” said Mr. Manning.
- MORE –
Bio and Additional Information
Mr. Jain has more than 33 years of experience providing audit and audit-related services to large global companies with the
international accounting firm PricewaterhouseCoopers (he retired from the firm in 2020). His experience includes service as the Global and US Automotive Assurance Sector Leader from 2012 until 2015, and service as a senior partner in the firm’s
Governance Insights Center from 2018 until 2020. He also led the firm’s Consumer and Industrial Products Assurance teams in Detroit and Chicago and served on the firm’s Global Auditing Committee, which oversees the quality and consistency of the
firm’s global audit methodology and tools.
Mr. Jain is a Certified Public Accountant, recipient of the Elijah Watt Sells Award, and was trained as a Chartered Accountant
in the UK before moving to the USA with PricewaterhouseCoopers.
Mr. Jain will serve on the Audit and Scientific Advisory Committees of the Board.
About Sensient Technologies
Sensient Technologies Corporation is a leading global manufacturer and marketer of colors, flavors, and other specialty
ingredients. Sensient uses advanced technologies and robust global supply chain capabilities to develop specialized solutions for food and beverages, as well as products that serve the pharmaceutical, nutraceutical, cosmetic, and personal care
industries. Sensient’s customers range in size from small entrepreneurial businesses to major international manufacturers representing some of the world’s best-known brands. Sensient is headquartered in Milwaukee, Wisconsin.
www.sensient.com
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