John Bean Technologies CORP (Form: 8-K, Received: 06/24/2020 17:28:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 23, 2020

John Bean Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-34036

91-1650317

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

70 West Madison Street

Chicago, Illinois 60602

(Address of Principal executive offices, including Zip Code)

(312) 861-5900

(Registrant’s telephone number, including area code)

(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

JBT

New York Stock Exchange

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 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 June 23, 2020, John Bean Technologies Corporation (the “Company”) announced that Chairman, President and Chief Executive Officer, Thomas W. Giacomini, will take a personal leave of absence for medical reasons, effective immediately. The Company’s Board of Directors (the “Board”) has appointed Brian A. Deck, Executive Vice President and Chief Financial Officer, as Interim Chief Executive Officer effective June 23, 2020. Mr. Deck will continue in his role as Chief Financial Officer. In addition, Alan D. Feldman, a member of the Board, has been named as Interim Non-Executive Chairman.

Mr. Deck, age 52, has served as Executive Vice President and Chief Financial Officer of the Company since May 2014. Prior to joining the Company, Mr. Deck served as Chief Financial Officer of National Material L.P., a private diversified industrial holding company (since May 2011). He served as Vice President of Finance and Treasury (from November 2007 to May 2011) and as Director, Corporate Financial Planning and Analysis (from August 2005 to November 2007) of Ryerson Inc., a metals distributor and processor. Prior to his service with Ryerson, Mr. Deck had increasing responsibilities with General Electric Capital, Bank One (now JPMorgan Chase & Co.) and Cole Taylor Bank. Mr. Deck holds an MBA with a concentration in finance from DePaul University in Chicago, and a Bachelor of Arts degree in economics from the University of Illinois.

In connection with Mr. Deck’s appointment as Interim Chief Executive Officer, Mr. Deck’s bi-weekly salary was increased to an annual rate of $820,000 effective June 24, 2020, to continue for the period he serves in the role of Interim Chief Executive Officer. Before this increase, Mr. Deck’s annual base salary for 2020 was $515,000 and had been temporarily reduced by 15% to $437,750 effective May 1, 2020, as part of the COVID-related voluntary pay cuts by the executive leadership team. Mr. Deck’s target percentage for the annual MIP incentive will remain at 75%. However, the Board will take into account Mr. Deck’s performance and the length of time he serves in this role when determining his 2020 MIP payout in February of 2021. The Board will also factor in these considerations when determining Mr. Deck’s February 2021 LTIP award. A letter describing the changes to Mr. Deck’s compensation is attached as Exhibit 10.1 to this Current Report on Form 8-K.

In connection with Mr. Feldman’s appointment as Interim Non-Executive Chairman, Mr. Feldman will receive an annual fee of $120,000 for as long as he serves as Interim Non-Executive Chairman, in lieu of the annual fee of $20,000 for service as Audit Committee Chair. He will continue to receive his $80,000 annual retainer for Board service. This annual retainer will be reduced by 20% pursuant to the agreement of all members of the Board to reduce the cash portion of their annual retainer for Board service beginning with the payment for the second calendar quarter of 2020 and ending when determined by the Board.

Item 7.01.

Regulation FD Disclosure.

On June 23, 2020, the Company issued a press release with respect to the matters described in Item 5.02. A copy of the press release is furnished with this report as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

	10.1	Letter to Brian Deck, dated June 24, 2020, regarding change in compensation.

	99.1	Press Release issued on June 23, 2020.

	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.


	John Bean Technologies Corporation

Date: June 24, 2020	By:	/s/ Brian A. Deck
	Name	Brian A. Deck
	Title	Interim Chief Executive Officer, Executive Vice President and Chief Financial Officer

Exhibit 10.1

John Bean Technologies Corporation

70 West Madison, Suite 4400

Chicago, IL 60602 USA

Phone: 312-861-5900

June 24, 2020

Mr. Brian A. Deck

[Address Omitted]

Re: Change in Compensation

Dear Brian:

The purpose of this letter is to address your compensation while serving as Interim Chief Executive Officer.

Effective June 23, 2020, your bi-weekly salary will be based on an annual rate of $820,000, to continue for the period you serve in the role of Interim Chief Executive Officer.

Your target percentage for the annual MIP incentive will remain at 75%. However, the Board will take into account your performance and the length of time you serve in this role when determining your 2020 MIP payout in February of 2021. The Board will also factor in these considerations when determining your February 2021 LTIP award. All of the other terms of your employment and compensation remain in effect in accordance with their terms.

The Board thanks you for your leadership by example, and we look forward to working together with you to continue managing the business and executing on our strategic priorities.

Sincerely,

/s/ Alan D. Feldman

Alan D. Feldman

Interim Non-Executive Chairman

Exhibit 99.1

FOR IMMEDIATE RELEASE

JBT Corporation’s Chairman, President and CEO Tom Giacomini

to Take Medical Leave of Absence

Brian Deck Appointed Interim Chief Executive Officer

Alan Feldman Named Interim Non-Executive Chairman

CHICAGO, June 23, 2020 – JBT Corporation (NYSE: JBT) announced today that Chairman, President and Chief Executive Officer, Tom Giacomini, will take a personal leave of absence for medical reasons, effective immediately. The JBT Board of Directors has appointed Brian Deck, Executive Vice President and Chief Financial Officer, as Interim Chief Executive Officer. Mr. Deck will continue in his role as CFO. In addition, Alan Feldman, a member of the JBT Board, has been named Interim Non-Executive Chairman. Mr. Giacomini’s medical leave is unrelated to COVID-19.

“On behalf of the Board and management team, we support Tom and together agreed that it is in the best interest of all JBT stakeholders that he focus full-time right now on his health,” said Mr. Feldman. “The Board and I have complete confidence in Brian and the rest of the JBT executive leadership team to manage the business and continue executing on our strategic priorities. I look forward to working with Brian in my new interim role as we continue to focus on ensuring the health and safety of our employees during the COVID-19 pandemic, while delivering JBT’s technology and services to our customers.”

“It has been a privilege to be a part of the JBT team since I joined in 2014,” said Mr. Deck. “I am grateful for the support of the Board, the executive leadership team and our entire organization as we focus on moving the business forward. JBT continues to prioritize an unrelenting commitment to the care of our customers during this challenging environment and to seizing opportunities created by the changes in our end markets. Additionally, we recently disclosed that we remain on track to meet our revenue estimates and potentially exceed margin expectations for the second quarter.”

About Alan Feldman

Mr. Feldman joined the JBT Board of Directors in 2008. Mr. Feldman previously retired in 2012 as Chairman of the Board, President and Chief Executive Officer of Midas, Inc., an international automotive services company. Prior to joining Midas, Mr. Feldman held several senior management positions within McDonald’s Corporation, including President and COO of McDonald’s Americas, and PepsiCo, where he served in financial and operational roles. Mr. Feldman currently serves on the Board of Directors of GNC Holdings, the Board of Directors of Foot Locker, and the Board of Directors of the University of Illinois Foundation. Mr. Feldman holds an MBA and a Bachelor of Arts degree in marketing from the University of Illinois.

About Brian Deck

Mr. Deck has served as Executive Vice President and Chief Financial Officer of JBT since May 2014. Prior to joining JBT, Mr. Deck served as Chief Financial Officer of National Material L.P., a private diversified industrial holding company (since May 2011). He served as Vice President of Finance and Treasury (from November 2007 to May 2011) and as Director, Corporate Financial Planning and Analysis (from August 2005 to November 2007) of Ryerson Inc., a metals distributor and processor. Prior to his service with Ryerson, Mr. Deck had increasing responsibilities with General Electric Capital, Bank One (now JPMorgan Chase & Co.) and Cole Taylor Bank. Mr. Deck holds an MBA with a concentration in finance from DePaul University in Chicago, and a Bachelor of Arts degree in economics from the University of Illinois.

JBT Corporation (NYSE: JBT) is a leading global technology solutions provider to high-value segments of the food & beverage industry with focus on proteins, liquid foods and automated system solutions. JBT designs, produces and services sophisticated products and systems for multi-national and regional customers through its FoodTech segment. JBT also sells critical equipment and services to domestic and international air transportation customers through its AeroTech segment. JBT Corporation employs approximately 6,400 people worldwide and operates sales, service, manufacturing and sourcing operations in more than 25 countries. For more information, please visit www.jbtc.com.

Forward-Looking Statements

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond JBT’s ability to control. Forward-looking statements include, among others, statements relating to our future financial performance and our plans. These risks and uncertainties include, but are not limited to: the duration of the COVID-19 pandemic and the effects of the pandemic on our ability to operate our business and facilities, on our customers, on our supply chains and on the economy generally; fluctuations in our financial results; unanticipated delays or acceleration in our sales cycles; deterioration of economic conditions; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; changes to trade regulation, quotas, duties or tariffs; risks associated with current and future acquisitions; potential effects of the U.K.’s exit from the E.U.; fluctuations in currency exchange rates; difficulty in implementing our business strategies; increases in energy or raw material prices and availability of raw materials; changes in food consumption patterns; impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products; weather conditions and natural disasters; impact of climate change and environmental protection initiatives; risks related to corporate social responsibility; our ability to comply with the laws and regulations governing our U.S. government contracts; acts of terrorism or war; termination or loss of major customer contracts and risks associated with fixed-price contracts; customer sourcing initiatives; competition and innovation in our industries; our ability to develop and introduce new or enhanced products and services and keep pace with technological developments; difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement; catastrophic loss at any of our facilities and business continuity of our information systems; cyber-security risks; loss of key management and other personnel; potential liability arising out of the installation or use of our systems; our ability to comply with U.S. and international laws governing our operations and industries; increases in tax liabilities; work stoppages; fluctuations in interest rates and returns on pension assets; availability of and access to financial and other resources; and other factors described under the captions “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and the Company’s most recent Quarter Report on Form 10-Q filed by JBT with the Securities and Exchange Commission. In addition,

many of our risks and uncertainties are currently amplified by and will continue to be amplified by the COVID-19 pandemic. Given the highly fluid nature of the COVID-19 pandemic, it is not possible to predict all such risks and uncertainties. JBT cautions shareholders and prospective investors that actual results may differ materially from those indicated by the forward-looking statements. JBT undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.

CONTACT:

Investors & Media: Megan Rattigan - (312) 861-6048; megan.rattigan@jbtc.com