ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(c) Appointment of Chief Executive Officer
52) as its next President and Chief Executive Officer, effective
Chairman of the Board of Directors.
Development at global consumer goods company Newell Brands Inc., leading its
Baby and Writing businesses. Previously,
Executive Officer for Newell Brands’ Writing division starting in
From 2016 to
Brands’ Baby division. From
Baby and Parenting division at Newell Brands, where she oversaw the Calphalon,
Goody, and Rubbermaid consumer brands. From 2012 to 2014,
Research & Development for the Graco, Aprica, and Teutonia brands globally.
manufacturer Thor Industries, Inc. It is anticipated that
appointed as a Director of the Company.
is described in her Employment
Letter”), a copy of which is attached hereto as Exhibit 99.1. Her initial rate
of salary compensation in this position will be
annual executive cash bonus program (“Executive Bonus Program”) with an initial
target opportunity of 125% of her yearly paid salary. Under the Executive Bonus
Program’s current terms, achievement can potentially reach as high as 175% of
her target opportunity based on Company financial performance. Her 2022
opportunity under the Executive Bonus Program will not be prorated based on her
anticipated hire date; instead, the Company will use her full-year annualized
base salary as her eligible bonus earnings when calculating any achievement
under the program, and her actual bonus for 2022 will not be less than 75% of
her target opportunity.
incentive plan (“LTI Plan”) with an initial target opportunity of 275% of her
annual base salary. Under the Company’s current LTI Plan, achievement can
potentially reach as high as 200% of her target opportunity based on Company
financial performance. To address anticipated forfeitures of certain of
first-year equity grant under the LTI Plan (which will be made on her start
date) will be
the total grant value will be provided in time-based restricted stock, with the
remaining 50% granted in the form of performance shares. The time-based
restricted portion of her first-year equity grant will vest ratably over 2
years. In future years she will be eligible to receive additional equity awards
during the Company’s regular annual grant cycle (typically during the first
quarter of each fiscal year).
officers of the Company, and she will participate in the Company’s various
health and other employment benefit plans for which she is otherwise eligible in
accordance with terms of the plans and policies in effect from time to time.
sign a Severance Protection and Change-in-Control Agreement in the form attached
The foregoing description of
entirety by reference to the Offer Letter.
ITEM 7.01 REGULATION FD DISCLOSURE.
A copy of the Company’s press release dated
this Item 7.01, including the exhibit hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 99.1 Employment
Offer Letterfor Laurel M. Hurddated March 3, 2022. Press Release Announcing Appointment of Laurel M. Hurdas President and 99.2 Chief Executive Officer 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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