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 2, 2021
Ferro Corporation
(Exact name of registrant as specified in its charter)
| Ohio | 1-584 | 34-0217820 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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6060 Parkland Boulevard Suite 250, Mayfield Heights, Ohio |
44124 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 216-875-5600
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:
| ☐ |
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) |
| ☐ |
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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| Common Stock, par value $1.00 | FOE | 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 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on May 11, 2021, the Company entered into a Merger Agreement with PMHC II Inc. (the “Merger Agreement”). In connection with the closing of the transactions contemplated under the Merger Agreement, certain executive officers of the Company may become entitled to payments and benefits that could be treated as “excess parachute payments” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended. To mitigate the potential impact of Section 280G on the Company and the executive officers, on December 2, 2021, the Compensation Committee of the Company’s Board of Directors approved payment during 2021 of approximately 95% of the annual cash bonus that it presently expects would otherwise be paid to each of Messrs. Thomas, Schlater and Duesenberg in early 2022 (corresponding to 185% of their respective annual target bonus amounts).
The Company entered into an acknowledgment, the form of which is attached hereto as Exhibit 10.1, with each of Messrs. Thomas, Schlater and Duesenberg, pursuant to which each of them has agreed to repay the accelerated annual cash bonus payment amounts to the extent it is subsequently determined that the ultimate payment amounts earned based on actual performance for the full 2021 fiscal year would have been for lesser amounts.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number |
Title |
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| 10.1 | Form of Acknowledgement Letter Agreement | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language). | |
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.
| Ferro Corporation | ||||||
| December 3, 2021 | By: |
/s/ Benjamin J. Schlater |
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| Name: Benjamin J. Schlater | ||||||
| Title: Group Vice President and Chief Financial Officer | ||||||
Exhibit 10.1
December ___, 2021
[NAME]
Re: 2021 Annual Bonus Accelerated Payment
Dear [NAME]:
This letter agreement (the “Letter Agreement”) memorializes your agreement and understanding with Ferro Corporation (“Ferro”) regarding annual incentive plan bonus payments that Ferro may accelerate to mitigate the potential effects of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the anticipated completion of the merger contemplated by the Agreement and Plan of Merger entered into by and among Ferro, PMHC II Inc. and PMHC Fortune Merger Sub, Inc., dated as of May 11, 2021, as amended.
The accelerated annual bonus payment, if any, less applicable tax withholdings, is expected to be paid to you on or prior to December 31, 2021.
In the event that Ferro’s Board of Directors or a committee thereof subsequently determines that the accelerated annual bonus payment made to you as described above exceeds the amount that you would have been entitled to receive in respect of such annual bonus based on the measurement of final applicable performance results for 2021 as calculated pursuant to the 2021 annual incentive plan, you agree to repay any such excess payment amounts to Ferro within 30 days following such determination.
This Letter Agreement shall be governed and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof and may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
Please confirm your agreement by signing below.
Sincerely,
[NAME]
[TITLE]
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ACCEPTED BY: |
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[NAME] |
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