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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 11, 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 or organization) 		(Commission File Number) (I.R.S. Employer
Identification Number)

70 West Madison Street, Suite 4400
Chicago, IL 60602
(Address of principal executive offices, including Zip Code)
(312) 861-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Forms 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.

Brian A. Deck - Chief Executive Officer Appointment; Election of Director

On December 11, 2020, the Board of Directors (the “Board”) of John Bean Technologies Corporation (the “Company”) appointed Brian A. Deck to serve as the President and Chief Executive Officer of the Company, effective immediately. The Board also increased the size of the Board to nine members and elected Mr. Deck to serve as a Class III director to serve until the annual meeting of the Company’s stockholders to be held in 2023 and until a successor is elected and qualified, also effective immediately. Alan Feldman will continue in his role as Non-Executive Chairman of the Board.

Mr. Deck, 52, has served as the Company’s Interim President and Chief Executive Officer since June 23, 2020. He served as Executive Vice President and Chief Financial Officer of the Company from May 2014 until September 24, 2020. 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.

When Mr. Deck was appointed as Interim President Chief Executive Officer, his bi-weekly salary was increased to an annual rate of $820,000 effective June 24, 2020, which annual rate has now been subsequently increased to $850,000 effective December 14, 2020. Mr. Deck’s target percentage for the annual management incentive plan (“MIP”) incentive will remain at 75% for 2020 based on his annual salary of $515,000 as in effect prior to his becoming Interim President and Chief Executive Officer.

In connection with Mr. Deck’s appointment, he will receive an additional $1.0 million in compensation for his service in 2020 in the form of a $500,000 cash bonus and a time-based restricted stock award in the aggregate amount of $500,000 that will vest in one year from the June 23, 2020 date of Mr. Deck’s initial appointment as Interim President and Chief Executive Officer. The Compensation Committee of the Board has authorized this additional compensation in recognition of the fact that Mr. Deck’s target MIP bonus percentage for 2020 and his 2020 long-term incentive plan (“LTIP”) award amounts have not, and will not be, adjusted to take into account his elevation into the Interim President and Chief Executive Officer role during 2020.

For 2021, Mr. Deck’s target percentage for the annual MIP incentive will be 100%, and he will receive a LTIP award in 2021 in the amount of $2.5 million, with the percentage of the LTIP award to be issued in performance-based restricted stock units and/ or time-based restricted stock awards to be determined at the time of grant by the Compensation Committee of the Board.

In connection with his appointment, the Board has approved the entry by Mr. Deck into a new executive severance agreement with the Company in the same form as other similarly-situated executives have entered with the Company, which form is filed as Exhibits 10.10A and 10.10B to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “New Executive Severance Agreement”). The New Executive Severance Agreement will supersede in its entirety the prior Executive Severance Agreement between Mr. Deck and the Company. The New Executive Severance Agreement contains terms that are materially consistent with Mr. Deck’s prior Executive Severance Agreement, except that the New Executive Severance Agreement enhances the amount of severance payment he is eligible to receive under certain termination scenarios to a multiple of three times his base salary and MIP (compared to a prior multiple of two times his base salary and MIP), and he will also receive three years (rather than two) of vesting credit under the Company’s nonqualified retirement plans in the event of certain termination scenarios. Further, Mr. Deck will receive enhanced benefits under the terms of the Company’s Executive Severance Plan (the “Executive Severance Plan”) as a result of his appointment, which plan was amended and restated as of May 15, 2020 and was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 15, 2020.

The Company is not aware of any transactions or series of transactions between Mr. Deck or any members of Mr. Deck’s immediate family and the Company in which Mr. Deck or his immediate family have, or will have, a direct or indirect material interest since the beginning of the last fiscal year.

The terms of Mr. Deck’s compensation arrangements with the Company are described in the Offer Letter provided by the Company to Mr. Deck, dated as of December 11, 2020, which Offer Letter is filed hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference. Additionally, on December 14, 2020, the Company issued a press release announcing Mr. Deck’s appointment to the President and Chief Executive Officer role. This press release is filed as Exhibit 99.1 hereto.

Matthew Meister - Chief Financial Officer Appointment

On December 14, 2020, the Board appointed Matthew (Matt) J. Meister to serve as Executive Vice President and Chief Financial Officer of the Company, effective immediately. Mr. Meister has served as Vice President and Interim Chief Financial Officer of the Company since September 24, 2020.

Mr. Meister, age 42, joined the Company in May 2019 as Vice President and Chief Financial Officer for JBT Protein. Prior to joining the Company, Mr. Meister served as Group Vice President, Health and Science Technologies, of IDEX Corporation (“IDEX”) from January 2019 to May 2019, as Group Vice President of Finance and IT of IDEX from 2015 to January 2019 and as Vice President of Finance and IT of IDEX from 2013 to 2015. Prior to joining IDEX in 2013, he held various roles of increasing responsibility at Navistar International


Corporation. Mr. Meister holds an MBA from The University of Chicago Booth School of Business and an undergraduate degree in Finance and Operations Management from Washington University in St. Louis.

When Mr. Meister was appointed as Interim Chief Financial Officer, his bi-weekly salary was increased to an annual rate of $425,000 effective September 24, 2020, which annual rate has now been subsequently increased to $440,000 effective December 14, 2020. Mr. Meister’s target percentage for the annual MIP incentive will remain at 40% for 2020 based on his annual salary of $290,000 as in effect prior to his becoming Interim Chief Financial Officer.

For 2021, Mr. Meister’s target percentage for the annual MIP incentive will be 65%, and he will receive a LTIP award in 2021 in the amount of $550,000, with the percentage of the LTIP award to be issued in performance-based restricted stock units and/ or time-based restricted stock awards to be determined at the time of grant by the Compensation Committee of the Board.

In connection with his appointment, the Board has approved the entry by Mr. Meister into an Executive Severance Agreement with the Company in the same form as other similarly-situated executives have entered with the Company, which form is filed as Exhibits 10.10A and 10.10B to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Further, Mr. Meister will become a participant in the Executive Severance Plan as a result of his appointment.

The Company is not aware of any transactions or series of transactions between Mr. Meister or any members of Mr. Meister’s immediate family and the Company in which Mr. Meister or his immediate family have, or will have, a direct or indirect material interest since the beginning of the last fiscal year.

The terms of Mr. Meister’s compensation arrangements with the Company are described in the Offer Letter provided by the Company to Mr. Meister, dated as of December 14, 2020, which Offer Letter is filed hereto as Exhibit 10.2 and is incorporated into this Item 5.02 by reference. Additionally, on December 15, 2020, the Company issued a press release announcing Mr. Meister’s appointment to the Chief Financial Officer role. This press release is filed as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.
    (d) Exhibits.
Exhibit No.    Description
10.1
10.2
99.1
99.2   
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).







SIGNATURE

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: December 15, 2020   By:   /s/ Jessi L. Corcoran
    Name   Jessi L. Corcoran
Title Vice President, Corporate Controller and duly authorized officer
      (Principal Accounting Officer)


IMAGE_01A.JPG
Exhibit 10.1
John Bean Technologies Corporation
70 West Madison, Suite 4400
Chicago, IL 60602 USA
Phone: 312-861-5900





December 11, 2020    

Mr. Brian A. Deck
[Address omitted]

Re: CEO Compensation

Dear Brian:

On behalf of the entire Board, I am very pleased that you have accepted the appointment to serve as President and Chief Executive Officer at JBT. The purpose of this letter is to address the elements of your new compensation, summarized as follows:

Annual Salary $850,000
2021 Target Cash Bonus 100%
Target Total Cash $1,700,000
2021 Annual Long-Term Incentive (equity) $2,500,000
Target Total Compensation $4,200,000
Change in Control Agreement and Executive Severance Plan Attached
Vacation Four weeks
Financial Planning Allowance Up to $20,000 annually
Parking Garage parking will be available if you choose to drive to work
Executive Health Program $5,000 annually (est.)

Your new salary rate will be effective immediately. Your JBT Management Incentive Plan (MIP) bonus target payout will increase to 100% of your base salary in 2021. This cash incentive bonus is based on both Business Performance Indicators (BPI) and Personal Performance Indicators (PPI). The BPI measures the Company’s actual financial performance on performance objectives established annually by the Compensation Committee of the Board and is weighted (75%). Payouts can range from 0.0 to 2.5 times target. The PPI measures your individual performance to objectives and is weighted (25%). Payouts can range from 0.0 to 2.0 times target. The target percentage for your 2020 MIP bonus will remain at 75%, and the payout will be based on your previous base salary of $515,000 as CFO.



You will continue to participate in the JBT Long Term Incentive Plan (LTIP) which provides for periodic equity grants. Equity grants are awarded annually by the Compensation Committee of the Board of Directors. Your award in 2021 will have an expected grant date value of $2,500,000. We expect the awards to continue in 2021 as 40% time-based restricted stock units (RSUs) and 60% performance-based restricted stock units (PSUs), with a three-year vesting period. Performance payouts can range from 0% to 200%. Financial performance objectives for the LTIP are also established annually by management and approved by the Compensation Committee.

In consideration of your elevated service in 2020, you will receive a time-based restricted stock unit award with a grant date of December 11, 2020 and a grant date fair value of $500,000. This award will vest on June 23, 2021, one year from the date of your initial appointment as Interim President and CEO. You will also receive a $500,000 cash bonus to be paid within the next 30 days. The Compensation Committee of the Board believe this additional compensation is appropriate in light of your exemplary leadership and the fact that your target MIP and LTIP awards for 2020 were not adjusted for 2020 despite your increased responsibilities.

As President and CEO you are eligible to enter into a new Executive Severance Agreement (the “Change in Control Agreement”) that provides benefits in the event JBT undergoes a qualified change in control action and your employment is terminated. This new Change in Control Agreement will supersede and replace a prior Change in Control Agreement between you and JBT, and provides an enhanced severance multiple of three times base salary and target bonus multiple compared to the two times multiple in your prior Change in Control Agreement. The new Change in Control Agreement is attached as Exhibit A.

You will also continue to participate in the Executive Severance Pay Plan (the “Severance Plan”) which includes base salary and target bonus (elevated to 18 months from 15 months) and compensation for costs associated with continuation of medical and dental benefits under COBRA, vacation pay, outplacement assistance, and other benefits in connection with an involuntary termination. The terms are set forth in the attached Exhibit B.

You will also continue to be eligible for the financial planning, garage parking, and executive health program benefits as noted above.

You have also been elected to the Board of Directors, effective immediately, to serve until the annual shareholders’ meeting in 2023. For this role, you will not receive any additional compensation.

Brian, I am excited to have you take this role, and I look forward to continuing to work with you and the ELT in leading JBT through its next phase of growth.

Sincerely,

/s/ Alan D. Feldman         
Alan D. Feldman
Non-Executive Chairman of the Board

I Accept This Offer on the Terms Indicated

/s/ Brian A. Deck                  12/11/2020
Brian A. Deck                         Date
Page 2
IMAGE_01A.JPG
Exhibit 10.2
John Bean Technologies Corporation
70 West Madison, Suite 4400
Chicago, IL 60602 USA
Phone: 312-861-5900


    



To Matt Meister Date December 14, 2020
From Brian Deck cc: Jason Clayton
Subject Promotional Offer


I am very pleased to confirm our promotional offer to the position of Executive Vice-President, Chief Financial Officer, reporting to me, effective December 14. The elements of your new compensation are summarized as follows:

Annual Salary $440,000
2021 Target Cash Bonus 65%
Target Total Cash $726,000
2021 Annual Long-Term Incentive (equity) $550,000
Target Total Compensation $1,276,000
Change in Control Agreement and Executive Severance Plan Attached
Vacation Four weeks
Financial Planning Allowance Up to $20,000 annually
Parking Garage parking will be available if you choose to drive to work
Executive Health Program $5,000 annually (est.)

Your new salary rate will be effective immediately. Your JBT Management Incentive Plan (MIP) bonus target payout will increase to 65% of your base salary in 2021. This cash incentive bonus is based on both Business Performance Indicators (BPI) and Personal Performance Indicators (PPI). The BPI measures the Company’s actual financial performance on performance objectives established annually by the Compensation Committee of the Board and is weighted (75%). Payouts can range from 0.0 to 2.5 times target. The PPI measures your individual performance to objectives and is weighted (25%). Payouts can range from 0.0 to 2.0 times target. The target percentage for your 2020 MIP bonus will remain at 40%, and the payout will be based on your previous base salary of $290,000 and your participation in the Protein MIP. As stated in the previous letter dated September 25th, your performance as Interim CFO will be considered in your PPI for 2020.



You will continue to participate in the JBT Long Term Incentive Plan (LTIP) which provides for periodic equity grants. Equity grants are awarded annually by the Compensation Committee of the Board of Directors. Your award in 2021 will have an expected grant date value of $550,000. We expect the awards to continue in 2021 as 40% time-based restricted stock units (RSUs) and 60% performance-based restricted stock units (PSUs), with a three-year vesting period. Performance payouts can range from 0% to 200%. Financial performance objectives for the LTIP are also established annually by management and approved by the Compensation Committee.

As an Executive Officer of the company you will be eligible to enter into an Executive Severance Agreement (the “Change in Control Agreement”) that provides benefits in the event JBT undergoes a qualified change in control action. The form of the Change in Control Agreement you will execute upon joining the ELT is attached as Exhibit A.

You will also be eligible to participate in the Executive Severance Pay Plan (the “Severance Plan”) which includes 15 months’ base salary, target bonus and compensation for costs associated with continuation of medical and dental benefits under COBRA, vacation pay, outplacement assistance, and other benefits in connection with an involuntary termination. The terms are set forth in the attached Exhibit B.

JBT provides Executive Officers with up to $20,000 annually to be used for financial planning and/or tax assistance. In addition, parking in the building garage will be available if you choose to drive to work. Finally, you will be eligible for an executive medical program with an annual value of approximately $5,000.

Matt, I am excited to have you take this role, and I look forward to continuing to work with you and the rest of the ELT to execute on our strategy in the years to come.

Sincerely,


/s/ Brian A. Deck     
Brian A. Deck
President & Chief Executive Officer



I Accept This Offer on the Terms Indicated



/s/ Matthew J. Meister          12/14/2020
Matthew J. Meister                 Date


Page 2
Exhibit 99.1 News Release JBT Corporation 70 W. Madison Chicago, IL 60602 For Release: Immediate Investors & Media: Megan Rattigan (312) 861-6048 JBT Corporation Appoints Brian Deck President and Chief Executive Officer CHICAGO, December 14, 2020 – JBT Corporation (NYSE: JBT) announced today that Brian Deck has been appointed President and Chief Executive Officer. He has also been elected to the Board of Directors. Mr. Deck has served as Interim President and CEO of JBT Corporation since June 2020 and previously served as the Company’s Chief Financial Officer since 2014. His appointments are effective immediately. ‘‘Since joining JBT in 2014, and particularly as Interim CEO over the last several months, Brian has been instrumental in delivering strong financial and operational results while ensuring both our employees’ safety and customers’ satisfaction,” said Alan Feldman, JBT’s Chairman. “Brian has a demonstrated track record of respected leadership and success over the past seven years as CFO at JBT. During his tenure, JBT delivered shareholder returns more than three times that of the Russell 2000 Index. Brian played an instrumental role in the development of JBT’s strategy, enhanced the portfolio with more than $1 billion of capital deployment with the completion of 16 acquisitions, and played a key leadership role in the Company’s margin enhancement efforts. Brian has a compelling vision for the future of JBT and has earned the Board's enthusiastic support. We look forward to working with Brian in leading JBT through its next phase of growth.” Mr. Deck said, “I would like to thank JBT’s Board of Directors for its confidence in me and the leadership team as we position JBT for continued growth and success. I would also like to acknowledge and sincerely thank my JBT colleagues for their dedication and hard work. Amidst a challenging operating environment given the pandemic, our team has relentlessly delivered for our customers. JBT has a bright future and I look forward to building on our strong momentum. Moving forward, JBT will remain focused on delivering exceptional products and services to our customers and sustainable value creation for our shareholders. Our disciplined approach to margin expansion, product innovation and M&A serve as a strong foundation as we continue our evolution from an equipment supplier to a solutions partner.” 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 6,200 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 the expected impact of the COVID-19 pandemic on our business and our results of operations, our plans to mitigate the impact of the pandemic, our future financial performance, our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. 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 Quarterly 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.

 
Exhibit 99.2 News Release JBT Corporation 70 W. Madison Chicago, IL 60602 For Release: Immediate Investors & Media: Megan Rattigan (312) 861-6048 JBT Corporation Appoints Matthew Meister Executive Vice President and Chief Financial Officer CHICAGO, December 15, 2020 – JBT Corporation (NYSE: JBT) announced today that Matthew Meister has been appointed Executive Vice President and Chief Financial Officer. Mr. Meister has served as Interim CFO of JBT since September 2020 and previously served as Vice President and CFO for JBT Protein since 2019. His appointment is effective immediately. “I am delighted that Matt will be a permanent part of our executive leadership team,” said Brian Deck, JBT’s President and CEO. “As interim CFO, he has been a great source of support and leadership amid unprecedented challenges. Matt brings extensive experience in global manufacturing and significant financial acumen to the CFO role. His depth of industry knowledge and significant financial and operational experience make him the ideal person to continue to lead our finance team as we grow the business and drive shareholder value.” Mr. Meister said, “I am grateful for the opportunity to serve as CFO on a permanent basis. The last several months have affirmed my confidence in JBT’s talented team, financial strength and potential. I am excited to continue working with Brian and the rest of the leadership team to execute our strategy to be a true solutions partner for our customers and to create sustainable value for our shareholders.” About Matt Meister Matt Meister joined JBT in May 2019 with extensive experience in global manufacturing across various industries, including his prior roles at IDEX Corporation where he held several operational finance leadership roles, most recently serving as Group Vice President, Health and Science Technologies. Prior to joining IDEX, he held various roles of increasing responsibility at Navistar International Corporation. Mr. Meister holds an MBA from The University of Chicago Booth School of Business and an undergraduate degree in Finance and Operations Management from Washington University in St. Louis. 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 6,200 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 the expected impact of the COVID-19 pandemic on our business and our results of operations, our plans to mitigate the impact of the pandemic, our future financial performance, our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. 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 Quarterly 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.