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) March  15, 2019

INNOPHOS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33124   20-1380758
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
259 Prospect Plains Road, Cranbury, New Jersey   08512
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code

  609-495-2495
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:

 

 

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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))
   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).

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   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 March 15, 2019, Innophos Holdings, Inc. (the “Company”) terminated the employment of Han Kieftenbeld, the Company’s Senior Vice President, Chief Financial Officer, effective March 15, 2019. Mr. Kieftenbeld’s termination is not related to any control issues or disagreements on the Company’s financial statement disclosures or accounting policies or practices. Pursuant to the terms of Mr. Kieftenbeld’s employment agreement, Mr. Kieftenbeld is eligible to receive 12 months of base salary continuation, target annual bonus for the period from March 15, 2019 to March 14, 2020, target annual bonus for the prorated period from January 1, 2019 to March 15, 2019, accelerated vesting of only his equity incentive awards that would have otherwise vested before March 15, 2020, and health insurance benefits through March 15, 2020. As required by the terms of his employment agreement, Mr. Kieftenbeld’s severance benefits are contingent upon his execution of a separation agreement including a general release of claims against the Company.

On March 15, 2019, the Company named Mark Feuerbach, age 60, as Interim Chief Financial Officer. Mr. Feuerbach has served as the Vice President, Investor Relations, Treasury, Financial Planning & Analysis of the Company since 2005. He previously served as Chief Financial Officer of the Company from August 2004 through April 2005, from June through September 2009, from July 2013 through February 2014 and from December 2015 to April 2016. Mr. Feuerbach joined Rhodia in 1989 and was Global Finance Director of Specialty Phosphates from 2000 to 2004, including a two-year assignment in the U.K. immediately following the purchase of the phosphates business of Albright & Wilson. Prior to this assignment, Mr. Feuerbach was the Finance Director of Rhodia’s North American phosphates business from 1997 to 2000, and he previously held various finance positions in a number of Rhodia’s businesses. Prior to joining Rhodia, Mr. Feuerbach held various accounting and finance positions in both manufacturing and service companies. Mr. Feuerbach earned a B.A. in Business Administration/Accounting from Rutgers College and an M.B.A. in Finance/Information Systems from Rutgers Graduate School of Management.

In connection with his appointment, Mr. Feuerbach entered into an amendment to his existing employment agreement providing for an annual base salary of $457,000 and an annual target bonus of 60% of annual base salary. Additionally, Mr. Feuerbach will receive a grant valued at 90% of his annual base salary pursuant to the Company’s Long Term Incentive Plan at the beginning of April when the Company issues its annual awards to all executives and senior level employees. Pursuant to his employment agreement, which was updated to reflect this new role, Mr. Feuerbach will serve until the Company has selected a permanent Chief Financial Officer and, as part of the Company’s succession plan, after a brief transition period, Mr. Feuerbach will depart the Company and receive severance benefits consistent with a termination without cause under his existing employment agreement.

Item 7.01 Regulation FD Disclosure.

On March 15, 2019, the Company issued a press release announcing the appointment of Mr. Feuerbach. The text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in response to this item.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished with this Current Report on Form 8-K:

 

Exhibit No.

  

Description

99.1    Press Release, dated March 15, 2019

 

SIGNATURES

According 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.

 

    INNOPHOS HOLDINGS, INC.

March 15, 2019

    By:   /s/ Joshua Horenstein
    Name:   Joshua Horenstein
    Title:   Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary
     

Exhibit 99.1

 

LOGO    FOR IMMEDIATE RELEASE

Investor Contact

Mark Feuerbach

Innophos

609-366-1204

  

Media Contact

Ryan Flaim

Sharon Merrill Associates

617-542-5300

INNOPHOS HOLDINGS, INC. ANNOUNCES CHIEF FINANCIAL OFFICER TRANSITION

Mark Feuerbach Appointed as Interim Chief Financial Officer

CRANBURY, New Jersey – (March 15, 2019) – Innophos Holdings, Inc. (NASDAQ: IPHS) today announced that Mark Feuerbach, the Company’s current Vice President, Investor Relations, Treasury, Financial Planning and Analysis, has been named interim Chief Financial Officer, replacing Han Kieftenbeld, effective today. Mr. Feuerbach has 30 years of experience in financial roles at Innophos, including serving as interim CFO on four prior occasions. An executive search is being led by Egon Zehnder to identify a permanent CFO, until which time Mr. Feuerbach will remain as interim CFO.

“As we move into the next chapter of our transformation with a sharp focus on execution, a new set of financial and business skills and experience are needed to lead our finance organization forward and accelerate our strategic growth,” said Kim Ann Mink, Ph.D., Chairman, President and Chief Executive Officer.

“We are grateful that Mark Feuerbach will be stepping up to fill the role of CFO on an interim basis,” Mink continued. “Mark has played a central role within Innophos’ financial organization for three decades. His strong finance background, prior experience in the interim CFO role and deep understanding of the financial needs of our organization will ensure continuity as we complete the search for a permanent CFO. We also want to thank Han for his dedication and contributions over the past three years and wish him well in his future endeavors.”

“Looking ahead, we remain on track to achieve our 2019 guidance and continue to be confident in our ability to deliver on our Vision 2022 strategic roadmap to transform the growth and earnings profile of Innophos, deliver sustainable value for our shareholders and be a valued partner for our customers,” Mink concluded.

About the Company

Innophos is a leading international producer of specialty ingredient solutions that deliver far-reaching, versatile benefits for the food, health, nutrition and industrial markets. We leverage our expertise in the science and technology of blending and formulating phosphate, mineral, enzyme and botanical based ingredients to help our customers offer products that are tasty, healthy, nutritious and economical. Headquartered in Cranbury, New Jersey, Innophos has manufacturing operations across the United States, in Canada, Mexico and China. For more information, please visit www.innophos.com . ‘IPHS-G’

SOURCE Innophos Holdings, Inc.

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Safe Harbor for Forward-Looking and Cautionary Statements

This press release contains or may contain forward-looking statements within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends these forward-looking statements to be covered by the safe harbor provisions for such statements. Statements made in this press release that relate to our future performance or future financial results or other future events (which may be identified by such terms as “expect”, “estimate”, “anticipate”, “assume”, “believe”, “plan”, “intend’, “may”, “will”, “should”, “outlook”, “guidance”, “target”, “opportunity”, “potential” or similar terms and variations or the negative thereof) are forward-looking statements, including the Company’s expectations regarding the business environment and the Company’s overall guidance regarding future performance and growth. These statements are based on our current beliefs and expectations and are subject to significant risks and uncertainties. Actual results may materially differ from the expectations expressed in or implied by these forward-looking statements. Factors that could cause the Company’s actual results to differ materially include, but are not limited to: (1) global macroeconomic conditions and trends; (2) the behavior of financial markets, including fluctuations in foreign currencies, interest rates and turmoil in capital markets; (3) changes in regulatory controls regarding tariffs, duties, taxes and income tax rates; (4) the Company’s ability to implement and refine its Vision 2022 strategic roadmap; (5) the Company’s ability to successfully identify and complete acquisitions in line with its Vision 2022 strategic roadmap and effectively operate and integrate acquired businesses to realize the anticipated benefits of those acquisitions; (6) the Company’s ability to realize expected cost savings and efficiencies from its performance improvement and other optimization initiatives; (7) the Company’s ability to effectively compete in its markets, and to successfully develop new and competitive products that appeal to its customers; (8) changes in consumer preferences and demand for the Company’s products or a decline in consumer confidence and spending; (9) the Company’s ability to benefit from its investments in assets and human capital and the ability to complete projects successfully and on budget; (10) economic, regulatory and political risks associated with the Company’s international operations, most notably Mexico and China; (11) volatility and increases in the price of raw materials, energy and transportation, and fluctuations in the quality and availability of raw materials and process aids; (12) the impact of a disruption in the Company’s supply chain or its relationship with its suppliers; (13) the Company’s ability to comply with, and the costs associated with compliance with, U.S. and foreign environmental protection laws and (14) the Company’s ability to meet quality and regulatory standards in the various jurisdictions in which it has operations or conducts business. We caution you to consider the important risks and other factors as set forth in the forward-looking statements section and in Item 1A Risk Factors in our most recent Annual Report on Form 10-K, as amended by subsequent reports on Forms 10-Q and 8-K. We do not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.