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): December 22, 2015
LSB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-7677
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73-1015226
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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16 South Pennsylvania Avenue,
Oklahoma City, Oklahoma 73107
Registrant’s telephone number, including area code: (405) 235-4546
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):
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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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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of President and Chief Executive Officer
As previously disclosed in its Current Report on Form 8-K filed on September 4, 2015, LSB Industries, Inc. (the “Company”) appointed director
Daniel D. Greenwell to serve as interim Chief Executive Officer. On December 22, 2015, the Company appointed Mr. Greenwell to serve as President and Chief Executive Officer. Mr. Greenwell does not have any family relationships with
any of the Company’s directors or executive officers nor is he a party to or have a material interest in any transactions of the type listed in Item 404(a) of Regulation S-K.
It is anticipated that the Company will enter into a new employment agreement with Mr. Greenwell, the terms of which have yet to be determined. Upon
execution of such employment agreement, the Company will provide the additional information required under Item 5.02 in a subsequent amendment to this Current Report on Form 8-K. Mr. Greenwell will continue to serve as a member of the
Board of Directors of the Company (the “Board”).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Bylaws
On December 22,
2015, the Board adopted and approved the Seventh Amendment (the “Seventh Amendment”) to the Amended and Restated Bylaws of the Company, dated August 20, 2009 (as amended, the “Bylaws”). The Seventh Amendment allows the Board
to set the annual meeting date on such date and at such time as designated by the Board instead of on the last Tuesday in June of each year as previously required in the Bylaws.
The foregoing description of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the
Seventh Amendment, a copy of which is filed as Exhibit 3(ii) hereto and incorporated by reference herein.
Item 7.01 Regulation FD
On December 29, 2015, the Company issued a press release announcing the appointment of Mr. Greenwell as President and Chief Executive Officer. A copy
of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information contained
in Item 7.01 and Exhibit 99.1 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under
the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3(ii)
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Seventh Amendment to the Amended and Restated Bylaws of LSB Industries, Inc., dated as of December 22, 2015.
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99.1
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Press Release, dated December 29, 2015.
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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.
Dated: December 29, 2015
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LSB INDUSTRIES, INC.
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By:
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/s/ Mark T. Behrman
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Name:
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Mark T. Behrman
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Title:
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Executive Vice President of Finance and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3(ii)
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Seventh Amendment to the Amended and Restated Bylaws of LSB Industries, Inc., dated as of December 22, 2015.
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99.1
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Press Release, dated December 29, 2015
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Exhibit 3(ii)
Execution Version
SEVENTH AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS
OF
LSB INDUSTRIES, INC.
This Seventh Amendment to the Amended and Restated Bylaws of LSB Industries, Inc. (the “Corporation”), dated August 20, 2009,
as amended by the First Amendment, dated February 18, 2010, the Second Amendment, dated January 17, 2014, the Third Amendment, dated February 4, 2014, the Fourth Amendment, dated August 21, 2014, the Fifth Amendment, dated
April 26, 2015 and the Sixth Amendment, dated December 2, 2015 (together, the “Bylaws”), which amends the Bylaws to allow the Board of Directors to designate the date and time of the annual meeting of stockholders, was approved
and adopted by the Board of Directors of the Corporation at their meeting held on December 22, 2015:
1.
Amendment to ARTICLE III, Section 2.
“Annual Meeting.
” Section 2 of ARTICLE III of the Bylaws is hereby deleted in its entirety, and the following is substituted in lieu thereof:
“An annual meeting of stockholders shall be held each calendar year on such date and at such time as shall be designated
from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. At such meeting, the stockholders shall elect directors and transact such other business as may properly be
brought before the meeting.”
2. The Bylaws, as amended and modified by this Seventh Amendment to the Amended and Restated Bylaws of LSB Industries,
Inc., sets forth the entire bylaws of LSB Industries, Inc. This Seventh Amendment to the Amended and Restated Bylaws of LSB Industries, Inc. is effective December 22, 2015, the date the Board of Directors adopted and approved such amendment.
[Signature Page Follows]
IN WITNESS WHEREOF, I hereby certify that this Seventh Amendment was duly adopted by the Board of
Directors to be effective as of the date first set forth above.
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LSB Industries, Inc.
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By:
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/s/ Daniel D. Greenwell
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Name:
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Daniel D. Greenwell
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Title:
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President and Chief Executive Officer
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Signature Page to Seventh Amendment to the Amended and Restated Bylaws of LSB Industries, Inc.
Exhibit 99.1
FOR IMMEDIATE RELEASE
LSB Industries Inc. Appoints Daniel D. Greenwell President and Chief Executive Officer
OKLAHOMA CITY, Oklahoma — December 29, 2015 — LSB Industries, Inc. (NYSE:LXU) (“LSB” or “the Company”) today announced that
its Board of Directors has appointed Interim Chief Executive Officer Daniel D. Greenwell as President and Chief Executive Officer, effective immediately. Mr. Greenwell has served as Interim Chief Executive Officer since September 2015.
Mr. Greenwell commented, “Since joining LSB’s Board of Directors in March 2014, and then assuming the Interim Chief Executive role this past
September, I’ve spent a great deal of time learning about the Company, inspecting our facilities, analyzing operational systems and processes, and talking to our employees. While we still have much to accomplish to meet our goals, I firmly
believe that LSB is a business with tremendous potential to generate value for our shareholders as we implement our strategic growth initiatives. Our El Dorado facility expansion represents a particularly significant opportunity to drive increasing
profitability, and we are pleased to reaffirm that the project remains on track for mechanical completion in February 2016 with ammonia production beginning in the second quarter of 2016.”
About Daniel D. Greenwell
Mr. Greenwell has served
as a Partner and Chief Financial Officer of a private equity investment and advisory firm since September 2014. Mr. Greenwell previously served as the Chief Financial Officer and Executive Vice President of Sabre Industries Inc., a private
equity-held manufacturer of utility and cell towers, from April 2013 until May 2014. Mr. Greenwell focused on operational change and value creation opportunities and was responsible for all financial aspects of a fast-growing manufacturing and
service business. From January 2012 until March 2013, Mr. Greenwell served as Senior Vice President and Chief Financial Officer of Tronox Limited, a leading global producer and marketer of titanium dioxide pigment. Mr. Greenwell led Tronox
to a public listing on the NYSE in 2012. Prior to that, Mr. Greenwell served as Senior Vice President and Chief Financial Officer of Terra Industries, Inc., from 2005 until its acquisition by CF Industries Holdings, Inc. in April 2010. He also
served on the Board of Directors of Terra Nitrogen Company, L.P., a Master Limited Partnership, from March 2008 until April 2010. Mr. Greenwell has over 20 years of industrial, financial and operational experience and has held various executive
leadership positions at a number of public companies, including Belden Inc., Zoltek Companies Inc., and Sigma Chemical Company. He also served as Senior Manager of KPMG from 1985 to 1992. Mr. Greenwell is a Certified Public Accountant. He
received a Bachelor of Science degree in Accounting from Truman State University.
LSB Industries, Inc.
LSB is a manufacturing company. LSB’s principal business activities consist of the manufacture and sale of chemical products for the agricultural, mining,
and industrial markets, and the manufacture and sale of commercial and residential climate control products, such as water source and geothermal heat pumps, hydronic fan coils, modular chillers, large custom air handlers and make-up air units.
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. These forward-looking
statements generally are identifiable by use of the words “will,” “believe,” “expects,” “intends,” “anticipates,” “plans to,” “should,” “estimates,” “projects”
or similar expressions, including, without limitation, benefits of the strategic and operational initiatives we are implementing; potential for increased shareholder value; the El Dorado expansion project representing a significant opportunity to
drive increasing profitability; and the El Dorado expansion project remains on track for mechanical completion in February 2016 with production beginning in the second quarter of 2016. Actual results may differ materially from the forward-looking
statements for many reasons, including, without limitation, general economic conditions; increased competitive pressures; labor conditions; loss of significant customers or customers’ failure to abide by conditional terms; legislative or
regulatory changes; and the various factors described in the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” contained in our 10-K for the year ended December 31, 2014, and our 10-Q Reports and other
filings with the U.S. Securities and Exchange Commission. These forward looking statements speak only as of the date of this press release, and LSB expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in LSB’s expectations with regard thereto or any change in events conditions or circumstances on which any such statement is based.
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Company Contact:
Mark Behrman, Chief Financial Officer
(405) 235-4546
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Investor Relations Contact:
Fred Buonocore (212) 836-9607
Linda Latman (212) 836-9609
The Equity Group Inc.
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