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: December 10, 2021
(Date of earliest event reported)
TOOTSIE ROLL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Virginia
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001-01361
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22-1318955
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7401 South Cicero Avenue
Chicago, IL 60629
(Address of principal executive offices)
Registrant’s telephone number including area code: (773) 838-3400
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 (see General Instruction A.2. below):
☐ 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 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-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).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class: |
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Trading Symbol |
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Name of each exchange on which registered: |
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Common Stock, par value $0.69-4/9 per share |
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New York Stock Exchange |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2021, the Board of Directors of Tootsie Roll Industries, Inc. (the “Company”) approved an amendment to the Tootsie Roll Industries, Inc. Post-2004 Excess Benefit Plan, which was previously filed as Exhibit 10.30 to the Company’s Form 10-K for the fiscal year ended December 31, 2008. The amendment provides that the Board may, in its discretion, either exclude employees from participating in the Plan or discontinue accrual of additional employer credits by participants under the Plan. By separate vote, the Board voted to discontinue accruing additional employer credits for Ellen Gordon, its Chair and Chief Executive Officer, effective January 1, 2022.
A copy of the amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
Description |
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10.1 |
Amendment to the Tootsie Roll Industries, Inc. Post-2004 Excess Benefit Plan |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL). |
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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 under-signed thereunto duly authorized.
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December 10, 2021 |
TOOTSIE ROLL INDUSTRIES, INC. |
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By: |
/S/ G. HOWARD EMBER, JR. |
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G. Howard Ember, Jr. |
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Vice President Finance and Chief Financial Officer |
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Exhibit 10.1
SECOND AMENDMENT
TO THE
TOOTSIE ROLL INDUSTRIES, INC.
POST 2004 EXCESS BENEFIT PLAN
WHEREAS, Tootsie Roll Industries, Inc. (the “Company”) adopted the Tootsie Roll Industries, Inc. Post-2004 Excess Benefit Plan effective January 1, 2005, which was most recently amended on November 4, 2015 (the “Plan”); and
WHEREAS, all employees whose benefits under the Pension Plan and the Profit Sharing Plans are limited by Section 401(a)(17) limitation, the Section 415 limitation or both, as such terms are defined under the Plan, automatically participate in, and accrue benefits under, the Plan;
WHEREAS, the Board has determined that it is in the best interests of the Company to retain authority as to who is eligible to participate in, and accrue benefits, under the Plan; and
WHEREAS, Paragraph 7 of the Plan authorizes the Company to amend the Plan.
NOW THEREFORE, the Company hereby amends the Plan, effective as of January 1, 2022 as follows:
1.Paragraph 1 is hereby amended by adding the following after the first sentence thereof:
“Notwithstanding the foregoing, the Company, by action of its Board (or an authorized committee thereof) or the Plan Administrator, may either (i) exclude an employee who participates in the Pension Plan from becoming a participant in the Plan or (ii) discontinue accruing additional employer credits under the Plan.”
2.Paragraph 2 is hereby amended by adding the following after the first sentence thereof:
“Notwithstanding the foregoing, the Company, by action of its Board (or an authorized committee thereof) or the Plan Administrator, may either (i) exclude an employee who participates in the Profit Sharing Plan(s) from becoming a participant in the Plan or (ii) discontinue accruing additional employer credits for one or more participants under the Plan.”
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IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed on its behalf by its duly authorized officer effective as of this 7th day of December 2021.
TOOTSIE ROLL INDUSTRIES, INC.
_____________________________________
Its:Vice President/Finance and Chief Financial Officer
Attest:
_____________________________________
Name:
Its:
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