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 16, 2018

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Century Aluminum Company
(Exact Name of Registrant as Specified in Charter)
Delaware
1-34474
13-3070826
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
One South Wacker Drive
Suite 1000
Chicago, Illinois
(Address of Principal Executive Offices)
60606
(Zip Code)
(312) 696-3101
(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:
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.
On July 16, 2018, Century Aluminum Company (the “Company”) announced the hiring of Craig C. Conti as Executive Vice President and Chief Financial Officer of the Company. Mr. Conti will join the Company on July 30, 2018 and will report directly to the Company’s Chief Executive Officer.
Mr. Conti is presently Corporate Vice President of Financial Planning and Analysis at Illinois Tool Works (“ITW”) and previously served as Chief Financial Officer of ITW’s welding segment from 2014 to 2017. Mr. Conti also held a number of positions at General Electric Corporation from 1999 to 2014, including Executive Director of Plan and Analysis for GE Healthcare IT, Vice President of Finance for GE Capital’s Rail Services business and Chief Financial Officer of Global Services for GE Transportation. Mr. Conti holds an M.B.A. from Northwestern University - Kellogg School of Management and a B.S. in Finance and Accounting from Siena College.
In connection with Mr. Conti’s appointment, the Company and Mr. Conti have entered into an offer letter providing for the terms of his employment, including an initial annual base salary of $400,000 and participation in the Company’s Annual Incentive Plan with a target bonus equal to 70% of base salary, in each case prorated from Mr. Conti’s start date. Mr. Conti will also receive equity awards pursuant to the Company’s 2018-2020 Long-Term Incentive Plan with a target award opportunity equal to 120% of base salary and will be eligible to receive future equity grants when such grants are made to other senior executives. To compensate Mr. Conti for equity lost as a result of his leaving his current employer and to induce him to join the Company, Mr. Conti will receive a one-time award of time-vesting performance share units valued at $165,000, vesting 50% on February 15, 2019 and 50% on February 15, 2020.
Mr. Conti will be eligible participate in the Company’s other compensation programs on the same basis as other similarly situated executives, including the Company’s Executive Severance Plan. Pursuant to the Executive Severance Plan, in the event Mr. Conti’s employment is terminated other than by the Company for cause or by Mr. Conti other than for good reason, Mr. Conti will be entitled to certain severance benefits similar to other Tier II participants in the plan.
The foregoing description of the offer letter is summary in nature, and is subject to, and qualified in its entirety by, the full text of the offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On July 16, 2018, the Company issued a press release announcing Mr. Conti’s hiring as Executive Vice President and Chief Financial Officer of the Company. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)      Exhibits.





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.


 
 
 
  CENTURY ALUMINUM COMPANY
Date:
July 16, 2018
By:
          /s/ Jesse E. Gary
 
 
 
Name:
Jesse E. Gary
 
 
 
Title:
Executive Vice President, General Counsel & Secretary





EXHIBIT 10.1

                                                        
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July 5, 2018

Mr. Craig Conti
303 W. Ohio St. #2403
Chicago, IL 60654

Dear Craig:

We are very pleased to offer you the position of Executive Vice President and Chief Financial Officer of Century Aluminum Company (the “Company”). In this position, you will be based out of the Company’s Chicago headquarters and will report directly to the Chief Executive Officer of Century Aluminum Company.

Your first day of employment will be July 30, 2018.

The following will serve as an overview and outline of the conditions and financial terms of our relationship:
 
•
Base Salary : You will receive an initial annual base salary of $400,000, to be reviewed annually.

•
Participation in our Annual Incentive Program :  You will be included in our Annual Incentive Plan (“AIP”), with a target annual incentive equal to 70% of your base salary. Your actual incentive will depend upon Company and individual performance.  Your 2018 annual incentive will be prorated based on your start date, but in any event will be no less than $135,000. 

•
Long Term Incentive Plan : This plan (the “LTIP”) provides for the grant of time vesting performance shares (settled in shares of common stock) (“TVPSUs”) and performance share units (which may be settled in shares of common stock or cash at the discretion of the Compensation Committee) (“PSUs”) to key senior Company personnel. Under the current LTIP, target awards are calculated each year for the ensuing three-year period by calculating a percentage of a participant’s base salary as an award, 2/3 of such award being PSUs and 1/3 being TVPSUs.

At the time the Compensation Committee makes target awards, it also sets the performance goals for the Company for the PSU portion of the LTIP. Following completion of each three-year period, the Company then evaluates actual performance versus these goals when determining the final amount of the awards to be paid. The grant and payment of any award is at the sole discretion of the Compensation Committee.

The Compensation Committee has approved adding you as a participant in the 2018-2020 LTIP program. Your target award for this period will be 120% of your base salary.

Additionally, in order to compensate you for outstanding compensation from your former employer that you will forego by accepting this offer, you will receive a one-time TVPSU grant on your start date valued at $165,000, vesting 50% on February 15, 2019 and 50% on February 15, 2020.







                                                        
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Mr. Craig Conti
July 13, 2018
Page 2


•
Severance Protection : The Compensation Committee will be requested to include you as a Tier II participant in the Company’s Executive Severance Plan, expected to be approved by the Compensation Committee at its third quarter meeting.

•
Benefit Plans: You and your eligible dependents will be eligible for Company provided medical, dental and vision plans. You will also be eligible for participation in the Century Aluminum 401(k) program.  The 401(k) program currently has a match of 100% up to the first 6% of eligible compensation and a fixed non-elective contribution of 3%.

You will also be eligible to participate in the Century Aluminum Company Restoration Plan, which provides additional retirement benefits on behalf of certain executive and management employees whose company contributions under the Century Aluminum 401(k) plan are restricted by the compensation limit in Section 401(a)(17) of the Internal Revenue Code. The Restoration Plan will provide a 9% contribution on compensation exceeding the IRS limit.

•
Life Insurance :   The Company will provide you with life insurance in the face amount of one times your annualized base salary amount, up to a maximum of $250,000.  As an executive of the company, you will also be provided with an additional $500,000 of 20-year term life insurance. This coverage is provided at no cost to you. 

•
Vacation: You will be eligible for 20 days (160 hours) of vacation time, prorated for 2018 based on your start date.

Payment of any incentive compensation set forth above is at the sole discretion of the Compensation Committee.

Contingent Offer

This employment offer is contingent upon the satisfactory completion of (i) verification of the right to work in the U.S., (ii) routine background screening, and (iii) drug screening as prescribed by Century’s policy within 90 days of hire, the failure of which may result in discipline up to and including termination. In addition, your ongoing employment is subject to all applicable Company policies, which may be changed, terminated, or added from time to time.

At-will Employment

Your employment is at-will. Nothing in this offer letter is intended to or does create a contract of employment for a specific period of time nor does it create any obligations on the part of the Company or vest any rights in you other than those specifically set forth herein. You understand that the benefits set forth herein are granted without restriction on the right of the Company to modify such benefits or terminate your employment at any time, with or without cause and with or without notice. Similarly, the Company understands you may, at any time, terminate your employment relationship with or without cause and with or without notice.





                                                        
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Mr. Craig Conti
July 13, 2018
Page 3

Proprietary Information, Intellectual Property and Non-Solicitation

You are expected to protect propriety information of Century Aluminum Company and its subsidiaries (collectively, “Century”) and to assign your rights to intellectual property which may be developed during your employment with Century to the Company as permitted by law. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you may use only that information generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by Century, or developed by you on behalf of Century. You agree that you will not bring onto Century premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You represent further that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company, including any restrictions regarding solicitations of employees of any former employer. You further represent that you are not subject to any agreement with any prior employer that would prevent you from performing the essential functions of the employment position outlined in this letter, and that by accepting employment with the Company you will not breach any agreements with any other employer.

This letter contains all of the terms of your employment with the Company and supersedes any prior understandings or agreements, whether oral or written, between you and the Company.

Craig, we are very excited about the prospect of you joining the Company.  Please contact me if you have any questions regarding this letter, our offer or any other matters.  We will keep this offer open until July 9, 2018.
    
Sincerely,

/s/ Michael A. Bless

Michael A. Bless
President & CEO


Accepted and Agreed to:

/s/ Craig Conti
 
July 6, 2018
Craig Conti
 
Date










EXHIBIT 99.1

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Craig Conti Named Executive Vice President and Chief Financial Officer of Century Aluminum
Chicago, July 16, 2018 (GLOBE NEWSWIRE) - Century Aluminum Company (NASDAQ: CENX) announced today that it has hired Craig C. Conti as Executive Vice President and Chief Financial Officer. Mr. Conti will join the Company on July 30, 2018 and will report directly to Century’s Chief Executive Officer. He is presently Corporate Vice President of Financial Planning and Analysis of Illinois Tool Works (ITW) and previously served as Chief Financial Officer of ITW’s welding segment. Before joining ITW, Mr. Conti spent fifteen years in increasingly responsible positions at General Electric Company, including serving as Vice President of Finance for GE Capital’s Rail Services business and Chief Financial Officer of Global Services for GE Transportation.
Mr. Conti is a graduate of Siena College and holds an M.B.A. from Northwestern University - Kellogg School of Management.
Michael Bless, President and Chief Executive Officer, commented, “We are excited about the value Craig will bring. Throughout his career, he has demonstrated proficiency in helping businesses achieve high levels of efficiency and productivity. He shares our commitment to building high performing teams and helping individuals achieve their uppermost potential. My colleagues and I look forward to the contributions Craig will make as part of the Century Aluminum team.”
Dissemination of Company Information
Century intends to make future announcements regarding Company developments and financial performance through its website, www.centuryaluminum.com.
About Century Aluminum
Century Aluminum Company owns primary aluminum capacity in the United States and Iceland. Century's corporate offices are located in Chicago, IL. Visit www.centuryaluminum.com for more information.
Cautionary Statement
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements about future events and are based on our current expectations. These forward-looking statements may be identified by the words "believe," "expect," "hope," "target," "anticipate," "intend," "plan," "seek," "estimate," "potential," "project," "scheduled," "forecast" or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may."
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Given these uncertainties, investors are cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts
Peter Trpkovski
(Investors and media)
312-696-3112

Source: Century Aluminum Company