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) September 8, 2017
____________________________________
CHART INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
_____________________________________

Delaware
001-11442
34-1712937
(State of other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio
 
44125
(Address of principal executive offices)
 
(ZIP Code)

Registrant’s telephone number, including area code: (440) 753-1490

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 (see General Instruction A.2. below):
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  ☐
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.
In connection with the Company’s planned corporate headquarters relocation to Canton, Georgia, Mary C. Cook, the Company’s current Chief Accounting Officer and Controller, informed the Company of her intent not to relocate to the Canton, Georgia facilities. As a result, and in order to expedite the pursuit of other opportunities and an orderly transition of her duties, the terms of the Employment Agreement entered into by and between the Company and Ms. Cook on April 15, 2016 and amended effective as of December 19, 2016 (the “ Employment Agreement ”) have been amended to reflect that, effective September 8, 2017, Ms. Cook will relinquish her duties as the Company’s Chief Accounting Officer and Controller and thereafter assist the Company in a new, non-executive officer role of Vice President of Finance until March 31, 2018. At such time, Ms. Cook’s employment with the Company shall terminate. Pursuant to the terms of the Employment Agreement, as amended, and absent any intervening event, Ms. Cook’s departure will be treated as a termination “without Cause” thereunder, and Ms. Cook shall be entitled to the corresponding compensation and benefits associated therewith.
The foregoing description of Amendment No. 2 to the Employment Agreement is not complete and is qualified in its entirely by reference to such amendment, which is attached hereto and incorporated herein by reference.
Jillian C. Evanko, the Company’s current Vice President, Chief Financial Officer and Treasurer, will assist Ms. Cook in the orderly transition of her duties during the remainder of Ms. Cook’s tenure with the Company. As a result, on September 8, 2017, the Board elected Ms. Evanko as the Company’s Chief Accounting Officer, in which capacity she will serve in addition to her current position as Vice President, Chief Financial Officer and Treasurer.
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.      Description
10.1
Amendment No. 2 to Employment Agreement, dated September 8, 2017, between the Company and Mary C. Cook

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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.
 
Chart Industries, Inc.

Date: September 8, 2017



 
By: /s/ Jillian C. Evanko                                           
     Jillian C. Evanko
     Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
 
 


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EXHIBIT INDEX
Exhibit No.      Description
10.1


4


Exhibit 10.1
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 is effective as of September 8, 2017 and hereby amends the Employment Agreement (the “Agreement”), dated as of April 15, 2016 and amended effective as of December 19, 2016, by and between Mary C. Cook (“Employee”) and Chart Industries, Inc. (the “Company”).

WHEREAS, the Company and Employee desire to amend the Agreement; and

WHEREAS, the parties reserved the right to amend the Agreement pursuant to Section 13.c thereof.

NOW, THEREFORE, pursuant to Section 13.c of the Agreement, and effective as of September 8, 2017, the parties hereby amend the Agreement as follows:

1.
Section 2(a) of the Agreement is hereby deleted and replaced with the following:

“2(a) Title . During the Employment Term, Employee shall serve as the Company’s Vice President of Finance. In such position, Employee shall have such duties, authority and responsibility as shall be determined from time to time by the Chief Executive Officer or Chief Financial Officer of the Company, which duties shall include providing services, consistent with the position of Vice President of Finance, as may be requested from time to time by the Chief Financial Officer of the Company.”

2.
Section 2(c) of the Agreement is hereby amended by adding the following sentence to the end of such Section 2(c):

“Without limiting the generality of the foregoing, the parties acknowledge that the Company intends to relocate its headquarters to Canton, GA in the fourth quarter of 2017, at which time Employee shall be entitled to continue providing services for the duration of the Retention Period (as defined in Section 4A of the Agreement) from her current place of residence; provided, however, that Employee may be requested to make periodic trips (not to exceed one trip per month during the remainder of the Retention Period) to the Canton, GA headquarters.

3.
The first sentence of Section 8 of the Agreement is hereby deleted and replaced in its entirety with the following:

    



“The Employment Term and Employee’s employment hereunder may be terminated by either party at any time and for any reason; provided that Employee will be required to give the Company at least 60 days advance written notice of any resignation of Employee’s employment; provided, further, that the Company shall provide Employee with at least 120 days advance written notice for any Termination of Employee’s employment by the Company without Cause. Employee acknowledges that as of the date hereof the Company hereby provides Employee written notice that her employment is being terminated without Cause and her last date of employment will be March 31, 2018; provided, however, the Company reserves the right to terminate her employment for Cause, subject to the terms of the Agreement, prior to such date.”

4.
The parties acknowledge that no amendment or modification under this Amendment No. 2 shall constitute “Good Reason” for purposes of the Agreement.

5.
This Amendment shall only modify the Agreement as set forth herein. All other terms and conditions of the Agreement shall remain in full force and effect.

6.
Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms set forth in the Agreement.



IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 2.


CHART INDUSTRIES, INC.

/s/ Jillian C. Evanko
By: Jillian C. Evanko
Its: Vice President, Chief Financial
Officer, Chief Accounting Officer and Treasurer

EMPLOYEE
/s/ Mary C. Cook
Mary C. Cook

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