CSS INDUSTRIES INC (Form: 8-K, Received: 08/06/2018 16:22:41)

Broker Non-Votes

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): July 31, 2018



	CSS Industries, Inc.
	(Exact name of registrant as specified in its charter)



Delaware	1-2661	13-1920657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



450 Plymouth Road, Suite 300, Plymouth Meeting, PA		19462
(Address of principal executive offices)		(Zip Code)




Registrant’s telephone number, including area code:	(610) 729-3959



	Not Applicable
	(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:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



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	o
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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2018, the Company appointed Steven W. Eck, who has served as the Company’s Vice President – Finance and Accounting since joining the Company on June 4, 2018, as the Company’s principal accounting officer. John M. Roselli, who had been serving as both principal financial officer and principal accounting officer, will continue to serve as principal financial officer in his capacity as Executive Vice President – Finance and Chief Financial Officer of the Company.

Prior to joining the Company, Mr. Eck, age 42, served in various financial leadership roles with Fidelity National Information Services, Inc. (“Fidelity”), a global financial services software, banking solutions and payment processing firm. From 2017 until June 2018, Mr. Eck served as Fidelity’s Vice President of Finance, Institutional & Wholesale Division, a business with annual revenues in excess of $2.5 billion. From 2015 to 2017, he served as Controller for Fidelity’s Institutional & Wholesale Division, and from 2014 to 2015 he served as Assistant Corporate Controller of SunGard Data Systems, Inc. (“SunGard”), which was acquired by Fidelity in 2015. Prior to joining SunGard, from 2011 until 2014, Mr. Eck served as Assistant Corporate Controller of Gardner Denver, Inc., a manufacturer of industrial compressors, blowers, pumps and loading arms with annual revenues exceeding $2 billion.

The Company and Mr. Eck are parties to an offer letter dated April 24, 2018, which provides for: (i) a starting base salary of $285,000 per annum; (ii) participation in the Company’s management incentive program (beginning with the fiscal year ending March 31, 2019) with a target incentive compensation opportunity amount of up to 40% of Mr. Eck’s then-current annual base salary; (iii) a future management recommendation to the Human Resources Committee of the Company’s Board of Directors for a grant to Mr. Eck of 5,000 restricted stock units (vesting upon satisfaction of service-based vesting conditions), subject the provisions of the Company’s 2013 Equity Compensation Plan; and (iv) a company-owned or leased automobile to be made available for Mr. Eck’s use.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At our annual meeting of stockholders held on July 31, 2018 (the “Meeting”), the following matters were submitted to a vote of our stockholders: (1) election of a board of seven directors; (2) a proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2019; and (3) a proposal to approve, on an advisory basis, the compensation paid to our named executive officers for the fiscal year ended March 31, 2018.

With respect to the election of directors, each nominee for election to our Board was elected at the Meeting to serve on our Board until our 2019 annual meeting of stockholders and until the election and qualification of his or her successor. The table below reflects the results of the vote for each of the seven nominees:



Nominee	For	Against	Abstain	Broker Non-Votes
Robert E. Chappell	6,768,787	252,507	479,156	849,284
Stephen P. Crane	6,806,076	215,213	479,161	849,284
Elam M. Hitchner, III	6,621,548	399,555	479,346	849,285
Rebecca C. Matthias	6,769,492	253,237	477,721	849,284
Harry J. Mullany, III	6,768,031	253,219	479,198	849,286
Christopher J. Munyan	7,132,507	220,744	147,199	849,284
William Rulon-Miller	6,620,934	400,355	479,161	849,284

Our stockholders voted to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2019. The results of the vote were as follows:

Our stockholders voted to approve, on an advisory basis, the compensation paid to our named executive officers for the fiscal year ended March 31, 2018. The results of the vote were as follows:

Item 9.01 Financial Statements and Exhibits

(d) The following Exhibits are filed herewith:



	Exhibit No.		Description
	99.1		Offer letter dated April 24, 2018 between CSS Industries, Inc. and Steven W. Eck.

EXHIBIT INDEX



	Exhibit No.		Description
	99.1		Offer letter dated April 24, 2018 between CSS Industries, Inc. and Steven W. Eck.

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.



		CSS Industries, Inc.
		(Registrant)


Date:	August 6, 2018	By:	/s/ John M. Roselli
			John M. Roselli
			Executive Vice President–Finance and Chief Financial Officer

Exhibit 99.1

April 24, 2018

Steven Eck

[ ]

Personal & Confidential

Dear Steven:

Subject to your acceptance of all the provisions of this letter, I am pleased to extend to you an offer of employment to join CSS Industries, Inc. (“CSS” or the “Company”) as Vice President of Finance and Accounting reporting to John Roselli – Executive Vice President Finance and Chief Financial Officer. A recommendation will be made to the Human Resources Committee of the Board of Directors of CSS (the “Committee”) to designate you as the Company’s Principal Accounting Officer.

This offer is contingent on you successfully passing a drug test and background check. You are to commence employment at the Plymouth Meeting, PA office on June 4, 2018. You will be compensated with a Base Salary (subject to deductions), annualized at $285,000, to be paid semi-monthly by direct deposit. This position is exempt from any overtime pay requirements. This offer must be accepted by signing and returning this letter to me no later than April 27, 2018 or it shall be deemed rejected.

Your performance will be reviewed at least annually and any increase in salary, if warranted, will be determined on an annual basis. You will be eligible for review and salary increase consideration commencing in April 2019.

You will be eligible to participate in the Company’s Incentive Bonus Plan (the “Plan”) for Fiscal Year 2019. The amount of your Bonus will be determined in accordance with the Company’s Management Incentive Program Criteria. The current target Bonus for your position is 40% of your Base Salary. Any Bonus you may be eligible to receive for the Company’s current Fiscal Year will be pro-rated based on your Start Date, as well as to the other terms and conditions of the Plan. Both the Plan and your target Bonus percentage are subject to change at the discretion of the Company.

You will be provided for your use a CSS-owned or leased automobile comparable to the owned or leased automobiles then made available by CSS to similar situated employees.

Subject to and contingent upon your commencement of employment with the Company, a recommendation will be made to the Human Resources Committee of the Board of Directors of CSS (the “Committee”) to grant to you 5,000 Restricted Stock Units (RSU) which will vest in the future. Generally, the Committee would consider your grant recommendation at the next meeting at which it makes grants. This grant

will in all respects be subject to and in accordance with the provisions of the CSS 2004 Equity Compensation Plan, and the terms of the grant letter to be provided to you at the time of the grant. Any grant would also be conditioned upon your continued employment with the Company .

You will be eligible to participate in benefit programs provided by the Company to other employees in comparable positions in accordance with the applicable terms of these programs. These benefits may be modified and specific elements may be terminated from time to time in the Company’s sole and unfettered discretion. You will be eligible to accrue for vacation in accordance with the Company vacation policy and you will be eligible for three (3) weeks per year.

On the date you commence full time employment, you will be expected to sign a letter of compliance confirming compliance with Company policies. You must in good faith and at all times comply with all of the Company’s policies, rules, customs and practices, as they may be changed from time to time.

In consideration of this offer of employment you agree:

Non-Competition: You covenant that during your employment with CSS and for a period of one year after the date upon which your employment with CSS terminates, you will not unless with the prior written consent of the Board of Directors of CSS, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit your name to be used in connection with, any business or enterprise engaged in the design, development, manufacture, distribution or sale of any products which: (i) CSS or its affiliates may be designing, developing, manufacturing, distributing or selling either during the time you are employed by CSS or at the date of termination of your employment with CSS, and (ii) are intended for ultimate sale and distribution within any portion of the United States or Canada (whether or not such business is physically located within the United States or Canada). You recognize that the business of CSS and its affiliates and your connection therewith is or will be involved in activities both inside and outside the United States and Canada with respect to the design, development, manufacture, distribution or sale of products intended for ultimate sale and distribution within the United States and/or Canada and that more limited geographical limitations on this non-competition covenant (and the non-solicitation covenant set forth below) are therefore not appropriate.

No Solicitation: You further agree that, for a period of one year after your employment with CSS has ended, you will not either directly or indirectly, (a) call on or solicit any person, firm, corporation or other entity who or which at the time of such termination was, or within two years prior thereto had been, a customer of CSS or any of its affiliates with respect to the activities prohibited by the Non-Competition covenant above, or (b) solicit the employment of any person who was employed by CSS on a full or part-time basis at the time of your termination of employment, unless such persons was involuntarily discharged by CSS after your termination of employment.

Neither this letter nor any other materials given to you by the Company is intended to be, nor shall be deemed or interpreted to be, an employment agreement. You acknowledge that your employment with the Company shall at all times be on an “at-will” basis, which means that either you or the Company may terminate your employment at any time and for any reason. However, in the event that the Company terminates your employment without cause, and subject to your compliance with the terms and conditions of this letter agreement, the Company shall make severance payments in an amount governed by the Company’s then-current severance policy applicable to you (less applicable tax withholdings and payroll deductions). Your signature upon this letter where noted below and its return will indicate your acknowledgement that your employment is “at-will” and is in accordance with those conditions and terms herein summarized.

This letter shall set forth the entire understanding of the parties with respect to all aspects of the offer of employment. Any and all previous agreements or understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this letter .

Please confirm the correctness of the understandings set forth in this letter including the start date of no later than June 4, 2018, your agreement thereto, and your confirmation that you are not subject to any non-competition agreement or other impediment preventing your employment by the Company by executing this letter where noted below and returning this letter to me no later than April 27, 2018.

We look forward to your successful career with CSS!

Sincerely,

CSS Industries, Inc.

By /s/ Denise Andahazy

Denise Andahazy

Vice President and Chief Human Resources Officer

Agreed to and acknowledged as correct:

/s/ Steven W. Eck April 26, 2018

Steven Eck Date of Signature