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 27, 2016

 

 

THE VALSPAR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-3011   36-2443580
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1101 South 3rd Street, Minneapolis, Minnesota   55415
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (612) 851-7000

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 Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 27, 2016, the Compensation Committee of the Board of Directors of The Valspar Corporation (“ Valspar ”) approved an amendment (the “ Amendment ”) to The Valspar Corporation Nonqualified Deferred Compensation Plan (the “ Deferred Compensation Plan ”) and the related Adoption Agreement executed on April 1, 2014 (the “ Adoption Agreement ”).

The Amendment modifies the Deferred Compensation Plan to limit the ability of Valspar to terminate it following the closing of the merger (the “ Merger ”) contemplated by the Agreement and Plan of Merger, dated as of March 19, 2016, by and among Valspar, The Sherwin-Williams Company and Viking Merger Sub, Inc. Such modification is contingent on, and effective as of, the closing of the Merger.

The Amendment also modifies the Adoption Agreement to increase the maximum percentage of base salary that may be deferred under the Deferred Compensation Plan from 50% to 80%. Such modification was effective immediately.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description of Exhibit

10.1    Amendment to Valspar Corporation Nonqualified Deferred Compensation Plan and Adoption Agreement, dated as of September 27, 2016


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.

 

THE VALSPAR CORPORATION

/s/ Rolf Engh

Name: Rolf Engh

Title: Executive Vice President,

General Counsel and Secretary

Dated: September 29, 2016

Exhibit 10.1

AMENDMENT TO

VALSPAR CORPORATION

NONQUALIFIED DEFERRED COMPENSATION PLAN

AND ADOPTION AGREEMENT

WHEREAS , The Valspar Corporation (the “ Company ”) has entered into the Agreement and Plan of Merger, dated as of March 19, 2016, by and among the Company, The Sherwin-Williams Company (“ Parent ”) and Viking Merger Sub, Inc. (“ Merger Sub ”), a wholly owned subsidiary of Parent (the “ Merger Agreement ”);

WHEREAS , on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Parent;

WHEREAS , the Company maintains the Valspar Corporation Nonqualified Deferred Compensation Plan (the “ Deferred Compensation Plan ”), which was adopted by the Company pursuant to the Adoption Agreement executed on April 1, 2014 (the “ Adoption Agreement ”); and

WHEREAS , the Company desires to amend the Deferred Compensation Plan and the Adoption Agreement in connection with the Merger.

NOW, THEREFORE , the Deferred Compensation Plan and the Adoption Agreement shall be amended as follows, effective (except as otherwise specified herein) as of the date that this Amendment to Valspar Corporation Nonqualified Deferred Compensation Plan and Adoption Agreement (this “ Amendment ”) is executed pursuant to authorization granted by the Board of Directors of the Company:

Amendment of Deferred Compensation Plan

1. Contingent upon the Merger becoming effective, and effective as of the time the Merger becomes effective (the “ Effective Time ”), Section 10.2 of the Deferred Compensation Plan is hereby amended by adding the following sentence at the end thereof, and in no event shall the following sentence be amended or deleted from the Deferred Compensation Plan prior to the day after the first anniversary of the Effective Time:

“Notwithstanding the foregoing, the Plan may not be terminated pursuant to Treasury Regulation Section 1.409A-3(j)(4)(ix)(B) in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 19, 2016, by and among The Valspar Corporation, The Sherwin-Williams Company and Viking Merger Sub, Inc.”

Amendment of Adoption Agreement

2. Section 4.01(a)(i)(a) of the Adoption Agreement is hereby amended by deleting the maximum percentage amount of “50%” specified therein with respect to base salary and replacing such percentage amount with “80%”.

IN WITNESS WHEREOF , the undersigned has caused this Amendment to be executed as of the 27th day of September, 2016.

 

THE VALSPAR CORPORATION
By:  

/s/ Anthony L. Blaine

  Name: Anthony L. Blaine
  Title: Senior Vice President, Human Resources