BMS Bemis Company, Inc.

 

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 — August 6, 2014

(Date of earliest event reported)

 

BEMIS COMPANY, INC.

(Exact name of Registrant as specified in its charter)

 

Commission File Number 1-5277

 

 

One Neenah Center, 4th Floor, P.O. Box 669, Neenah, Wisconsin 54957-0669

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (920) 727-4100

 

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):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 6, 2014, Henry J. Theisen announced his plans to retire as President and Chief Executive Officer of Bemis Company, Inc. (the “Company”) effective August 7, 2014.  On August 7, 2014, the Board of Directors of the Company elected William F. Austen as President and Chief Executive Officer, and a member of the Board of Directors for a term expiring at the 2015 annual meeting of shareholders of the Company (the “2015 Annual Meeting”), effective immediately.  Mr. Theisen will continue serving as Executive Chairman of the Board of the Company until the 2015 Annual Meeting.

 

Mr. Austen, 55, has been the Executive Vice President and Chief Operating Officer of the Company since November 7, 2013.  Prior to that, he was Group President from 2012 to 2013, Vice President - Operations from 2004 to 2012, and President and Chief Executive Officer - Morgan Adhesives Company from 2000 to 2004.

 

In connection with Mr. Austen’s appointment as President and Chief Executive Officer, the Compensation Committee increased Mr. Austen’s base salary to $900,000, increased his target annual cash incentive opportunity to 110% of base salary and granted him 20,145 additional time-based share units and 20,145 additional performance-based share units, each having the same terms as the awards granted to executive officers on January 2, 2014.

 

In Mr. Theisen’s continuing role as Executive Chairman of the Board, his compensation will remain the same as currently in effect through the end of fiscal 2014.  In 2015, Mr. Theisen’s compensation will be changed to reflect his modified role in the Company.

 

A copy of the press release announcing this management change is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1

Press Release dated August 7, 2014

 

2

 

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, thereunto duly authorized.

 

				BEMIS COMPANY, INC.
By		/s/ William F. Austen		By	/s/ Jerry S. Krempa
		William F. Austen, President and Chief Executive Officer			Jerry S. Krempa, Vice President and Controller
Date	August 11, 2014			Date	August 11, 2014

 

3

 

Index to Exhibits

 

Exhibit No.		Description		Method of Filing
99.1		Press Release dated August 7, 2014		Electronic Transmission

 

4

Exhibit 99.1

 

 

NEWS

 

Bemis Company Announces Leadership Transition

William F. Austen Elected President, Chief Executive Officer, and Director

 

Neenah, Wisconsin, August 7, 2014 - The Board of Directors of Bemis Company, Inc. (NYSE:BMS) announced today that William F. Austen, 55, has been elected President and Chief Executive Officer, effective immediately. Austen succeeds Henry J. Theisen, 60, who will continue as Executive Chairman of Bemis Company, Inc. until his planned retirement at the 2015 Annual Meeting of Shareholders. In addition, Austen has been elected to the Bemis Board of Directors.

 

“Bill is a proven leader with in-depth knowledge of all aspects of Bemis,” said Theisen. “He brings a passion and commitment to helping our customers solve their most challenging packaging needs. He is a respected leader in the packaging industry and is uniquely qualified to lead Bemis into its next phase of growth. On behalf of the Board, I congratulate Bill on his new role and look forward to Bemis’ continued growth and success in the years ahead.”

 

Commenting on the management succession, Timothy Manganello, Independent Lead Director of the Board of Bemis Company, Inc. said, “The Board is confident in the future of the Company under Bill Austen’s leadership. On behalf of the Board, I also thank Henry for his numerous contributions to Bemis Company over his distinguished 38 year career. Under his leadership, Bemis completed the largest acquisition in Company history, increasing total revenue approximately 40 percent. He also established a strategic footprint in Asia-Pacific and divested non-core assets to focus the Company on its target end- markets. Henry’s dedication to innovation and material science has shaped Bemis’ competitive advantage and positioned the Company for future success.”

 

Austen has held a variety of leadership positions during his 14-year career with Bemis. After joining Bemis in 2000 as President of Bemis’ Pressure Sensitive Materials division, he was elected Vice President of Operations in 2004, Group President in 2012, and Executive Vice President and Chief Operating Officer in 2013. Prior to joining Bemis, Austen spent 20 years in various leadership positions at General Electric Company. He holds a Bachelor of Engineering Degree in Marine Engineering from the State University of New York Maritime College and a Master’s Degree in Engineering Administration from George Washington University.

 

ABOUT BEMIS COMPANY, INC.

 

Bemis Company, Inc. (“Bemis” or the “Company”) is a major supplier of packaging and pressure sensitive materials used by leading food, consumer products, healthcare, and other companies worldwide.

 

Founded in 1858, Bemis is included in the S&P 500 index of stocks and reported 2013 net sales of $5.0 billion. Bemis has a strong technical base in polymer chemistry, film extrusion, coating and laminating, printing, and converting. Headquartered in Neenah, Wisconsin, Bemis employs approximately 19,000 individuals worldwide. More information about Bemis is available at our website, www.bemis.com.

 

For additional information please contact:

 

Erin M. Winters

Director of Investor Relations (920)527-5288

 

Bemis Company Inc.

One Neenah Center, 4th Floor

P.O. Box 669

Neenah, Wisconsin 54957-0669