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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): January 5, 2021


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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

KPMG LLP (“KPMG”) audited John Bean Technologies Corporation’s (the “Company”) consolidated financial statements for the years ended December 31, 2019 and 2018 and will perform the audit of the Company’s consolidated financial statements for the year ended December 31, 2020. On January 5, 2021, management of the Company made the recommendation, and the Audit Committee of the Board of Directors approved, to change the Company’s independent registered public accounting firm, and the Company will dismiss KPMG as its independent registered public accounting firm to be effective immediately following the filing with the Securities and Exchange Commission (the “SEC”) of KPMG’s reports on the Company's consolidated financial statements and the effectiveness of internal controls over financial reporting as of and for the year ended December 31, 2020.

The reports of KPMG on the Company's consolidated financial statements as of and for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:

KPMG LLP’s report on the consolidated financial statements of the Company as of and for the year ended December 31, 2019 contained a paragraph stating that “As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to the adoption of Accounting Standard Codification Topic 842, Leases, and its method of accounting for revenue recognition as of January 1, 2018, due to the adoption of Accounting Standard Codification Topic 606, Revenue from Contracts with Customers.”

KPMG LLP’s report on the consolidated financial statements of the Company as of and for the year ended December 31, 2018 contained a paragraph stating that “As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for revenue recognition effective January 1, 2018 due to the adoption of Accounting Standard Update 2014-09 and all related amendments, which established Accounting Standard Codification Topic 606, Revenue from Contracts with Customers.”

During the Company’s two most recent years ended December 31, 2019 and 2018 and during the audits thereof, and through January 5, 2021, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in its reports on the consolidated financial statements for such years. During the years ended December 31, 2019 and 2018, and through January 5, 2021, there have been no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

The Company provided KPMG with a copy of the disclosure it is making in this Current Report on Form 8-K, and requested that KPMG furnish a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not KPMG agrees with the statements related to them made by the Company in this report. A copy of KPMG’s letter dated January 7, 2021 is attached as Exhibit 16 to this report.

(b) Newly Engaged Independent Registered Public Accounting Firm

On January 5, 2021, the Audit Committee of the Board of Directors made the decision to engage PricewaterhouseCoopers LLP (“PwC”) as the Company's independent registered public accounting firm, effective immediately following the filing with the SEC of the report by KPMG on the Company's consolidated financial statements and the effectiveness of internal controls over financial reporting as of and for the year ended December 31, 2020, to perform independent audit services for the fiscal year ending December 31, 2021, subject to completion of PwC’s standard client acceptance procedures and execution of an engagement letter. During the years ended December 31, 2019 and 2018, and through January 5, 2021, neither the Company nor anyone on its behalf consulted PwC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by PwC that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.
    (d) Exhibits.
Exhibit No.    Description
16
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: January 7, 2021   By:   /s/ Jessi L. Corcoran
    Name   Jessi L. Corcoran
Title Vice President, Corporate Controller and duly authorized officer
      (Principal Accounting Officer)


January 7, 2021 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We are currently principal accountants for John Bean Technologies Corporation and, under the date of March 2, 2020, we reported on the consolidated financial statements of John Bean Technologies Corporation as of and for the years ended December 31, 2019 and 2018 and the effectiveness of internal control over financial reporting as of December 31, 2019. On January 5, 2021, we were notified that John Bean Technologies Corporation engaged PricewaterhouseCoopers LLP (PwC) as its principal accountant for the year ending December 31, 2021 and that the auditor-client relationship with KPMG LLP will cease upon completion of the audit of John Bean Technologies Corporation‘s consolidated financial statements as of and for the year ended December 31, 2020, and the effectiveness of internal control over financial reporting as of December 31, 2020, and the issuance of our reports thereon. We have read John Bean Technologies Corporation’s statements included under Item 4.01(a) of its Form 8-K dated January 7, 2021, and we agree with such statements, except that we are not in a position to agree or disagree with John Bean Technologies Corporation’s statements regarding the recommendation of management, and that the change was approved by the audit committee of the board of directors. Very truly yours, KPMG LLP Aon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. Exhibit 16