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 12, 2017
MUELLER WATER PRODUCTS, INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 0001-32892 | 20-3547095 | ||
|
(State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1200 Abernathy Road, Suite 1200 Atlanta, Georgia |
30328 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (770) 206-4200
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):
| ☐ | 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)) |
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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. |
On December 12, 2017, Mueller Water Products, Inc. (the “Corporation”) amended its existing Executive Change-in-Control Severance Agreements with Scott Hall, President and Chief Executive Officer of the Corporation, and Keith L. Belknap, Executive Vice President, Business Development, General Counsel, Corporate Secretary and Chief Compliance Officer of the Corporation (each agreement, as amended, an “Amended Agreement”). The Amended Agreements for Messrs. Hall and Belknap have been revised to include a “best-net” provision that will apply to payments that may not be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or that may be subject to excise taxes imposed under Code Section 4999. The “best net” provisions will cause Messrs. Hall’s and Belknap’s severance payments to either be (i) reduced to an amount which does not result in a loss of deduction of the payments by the Corporation under Code Section 280G or trigger the Code Section 4999 excise tax or (ii) paid in full, depending on which payment would result in Messrs. Hall or Belknap receiving the greatest after tax benefit.
The above summaries of the Amended Agreements are qualified by reference in their entity to these agreements, which are attached hereto as Exhibits 10.1 and 10. 2, respectively, and incorporated herein by reference.
| 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.
|
MUELLER WATER PRODUCTS, INC. |
||||||||
|
By: |
/s/ KEITH L. BELKNAP |
|||||||
|
Date: December 13, 2017 |
Keith L. Belknap Executive Vice President, General Counsel and Corporate Secretary |
|||||||
Exhibit 10.1
AMENDMENT TO EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT
THIS AMENDMENT TO EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this “Amendment”) is made and entered into as of the 12th day of December, 2017, by and between Mueller Water Products, Inc., a Delaware corporation (the “Company”), and J. Scott Hall (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Company and the Executive previously entered into that certain Executive Change-In-Control Severance Agreement effective January 4, 2017 (the “Agreement”);
WHEREAS, the Company desires to amend the Agreement to add a “best-net” provision to apply to payments that may not be deductible under Code Section 280G or that may be subject to excise taxes imposed under Code Section 4999, consistent with the Company’s current policy regarding such payments; and
WHEREAS, the Executive agrees to such amendment to the Agreement.
NOW, THEREFORE, the Company and the Executive, in consideration of the agreements, covenants and conditions herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Article VI of the Agreement is amended by adding the following new Section 6.4 to the end thereof:
“6.4. Code Section 280G.
(a) Best-Net Benefit and Compliance with Code Section 280G. Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the Severance Benefits or any other payment or benefit under this Agreement, under any other agreement between the Executive and the Company, or pursuant to any plan, arrangement, program or policy of the Company (in the aggregate, the “Aggregate Payments”) constitute “parachute payments” within the meaning of Code Section 280G and, but for this Section 6.4, would not be fully deductible by the Company or its affiliates for federal income tax purposes because of Code Section 280G or any successor provision thereto (or that would result in the Executive being subject to the excise tax imposed by Code Section 4999 or any successor provision thereto), such Aggregate Payments will be reduced to the extent necessary such that no portion of the Aggregate Payments will be subject to the excise tax imposed by Code Section 4999, or any successor provision thereto; provided , that such a reduction will be made only if, by reason of such
reduction, the Executive’s net after-tax benefit exceeds the net after-tax benefit the Executive would realize if such reduction were not made.
(b) Order of Reduction. Any reduction applied pursuant to Section 6.4(a) hereof shall be made in the order that would provide the Executive with the largest amount of after-tax proceeds. In applying this principle, the order of reduction referenced in Section 6.4(a) shall be made in a manner that is both consistent with, and avoids imposition of excise taxes under, Code Sections 280G and 409A.”
2. Except as specifically amended herein, the Agreement shall remain in full force and effect.
[Signature page follows]
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment, to be effective as of the date first above written, except as otherwise provided herein.
| MUELLER WATER PRODUCTS, INC. | ||
| By: | /s/ KEITH L. BELKNAP | |
| Title: | Executive Vice President | |
| Date: | December 12, 2017 | |
| EXECUTIVE | ||
| /s/ J. SCOTT HALL | ||
| J. Scott Hall | ||
| Date: | December 12, 2017 | |
3
Exhibit 10.2
AMENDMENT TO EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT
THIS AMENDMENT TO EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this “Amendment”) is made and entered into as of the 12th day of December, 2017, by and between Mueller Water Products, Inc., a Delaware corporation (the “Company”), and Keith L. Belknap (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Company and the Executive previously entered into that certain Executive Change-In-Control Severance Agreement effective April 2, 2012 (the “Agreement”);
WHEREAS, the Company desires to amend the Agreement to delete the reduction of severance benefits provision contained therein consistent with the Company’s current policy regarding such payments;
WHEREAS, the Company further desires to amend the Agreement to add a “best-net” provision to apply to payments that may not be deductible under Code Section 280G or that may be subject to excise taxes imposed under Code Section 4999; and
WHEREAS, the Executive agrees to such amendments to the Agreement.
NOW, THEREFORE, the Company and the Executive, in consideration of the agreements, covenants and conditions herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Section 2.4 of the Agreement is deleted in its entirety and replaced with the following:
“ 2.4. Reserved. ”
2. Article 5 of the Agreement is deleted in its entirety and replaced with the following:
“Article 5: Code Section 280G
5.1 Best-Net Benefit and Compliance with Code Section 280G. Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the Severance Benefits or any other payment or benefit under this Agreement, under any other agreement between the Executive and the Company, or pursuant to any plan, arrangement, program or policy of the Company (in the aggregate, the “Aggregate Payments”) constitute “parachute payments” within the meaning of Code Section 280G and, but for this Article 5, would not be fully deductible by the Company or its affiliates for federal income tax purposes because of Code Section 280G or any successor provision thereto (or that would result in the Executive being subject to the excise tax imposed
by Code Section 4999 or any successor provision thereto), such Aggregate Payments will be reduced to the extent necessary such that no portion of the Aggregate Payments will be subject to the excise tax imposed by Code Section 4999, or any successor provision thereto; provided , that such a reduction will be made only if, by reason of such reduction, the Executive’s net after-tax benefit exceeds the net after-tax benefit the Executive would realize if such reduction were not made.
5.2 Order of Reduction. Any reduction applied pursuant to Section 5.1 hereof shall be made in the order that would provide the Executive with the largest amount of after-tax proceeds. In applying this principle, the order of reduction referenced in Section 5.1 shall be made in a manner that is both consistent with, and avoids imposition of excise taxes under, Code Sections 280G and 409A.”
3. Except as specifically amended herein, the Agreement shall remain in full force and effect.
[Signature page follows]
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment, to be effective as of the date first above written, except as otherwise provided herein.
| MUELLER WATER PRODUCTS, INC. | ||
| By: | /s/ SCOTT HALL | |
| Title: | President and Chief Executive Officer | |
| Date: | December 12, 2017 | |
| EXECUTIVE | ||
| /s/ KEITH L. BELKNAP | ||
| Keith Belknap | ||
| Date: | December 12, 2017 | |
3