Current Report Filing (8-k)
August 17 2017 - 4:33PM
Edgar (US Regulatory)
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): August 15, 2017
STEPAN COMPANY
(Exact
Name of Registrant as Specified in its Charter)
|
|
|
|
|
Delaware
|
|
1-4462
|
|
36-1823834
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
Edens and Winnetka Road, Northfield, Illinois 60093
(Address of Principal Executive Offices)
(847)446-7500
(Registrants Telephone Number, Including Area Code)
(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)
|
|
☐
|
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))
|
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 in Stepan Companys (the Company) Current Report on Form
8-K
filed on
August 2, 2017, effective as of August 15, 2017 (the Separation Date), Mr. Scott Mason, Vice President, Supply Chain, retired and separated from the Company.
In connection with Mr. Masons departure, the Company and Mr. Mason entered into a Separation Agreement and Release, dated as of
August 15, 2017 (the Separation Agreement). Pursuant to the Separation Agreement, in consideration of Mr. Masons execution, delivery and
non-revocation
of a general release of
claims and his continued compliance with the terms and conditions of the Separation Agreement, Mr. Mason will be entitled to receive the following: (i) a cash amount equal to $397,232, 50% of which will be payable not later than the second
regular payroll date occurring on or after the effective date of the release and 50% of which will be payable on the first regular payroll date occurring on or after the six month anniversary of the Separation Date, (ii) a
pro-rated
portion constituting 62.5% of any 2017 incentive bonus award under the Companys Management Incentive Plan that would otherwise have been payable to Mr. Mason under such plan had he remained
employed with the Company through December 31, 2017, (iii) a
pro-rated
portion constituting 62.5% of any profit sharing award under the Companys Savings and Investment Retirement Plan that would
otherwise have been payable to Mr. Mason under such plan had he remained employed with the Company through December 31, 2017, and (iv) accelerated vesting of stock option awards covering 3,832 shares and stock appreciation right
awards covering 11,495 shares granted to Mr. Mason during the 2016 calendar year. Mr. Masons other equity-based awards will be treated in accordance with the terms and conditions of the applicable Company plans and award agreements
pursuant to which they were granted.
Pursuant to the terms of the Separation Agreement, Mr. Mason will be subject to a cooperation covenant that
will apply for five years following the Separation Date,
non-competition
and
non-solicitation
covenants that will apply for 12 months following the Separation Date and
non-disparagement and confidentiality covenants that will apply indefinitely. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the terms of the Separation Agreement, which is filed herewith as
Exhibit 10.1 and is incorporated herein by this reference.
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
|
|
Exhibit
No.
|
|
Description
|
|
|
10.1
|
|
Separation Agreement and Release, dated as of August 15, 2017, by and between Stepan Company and Scott Mason
|
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.
|
|
|
|
|
|
|
|
|
|
|
Stepan Company
|
|
|
|
|
Date: August 17, 2017
|
|
|
|
By:
|
|
/s/ Jennifer Ansbro Hale
|
|
|
|
|
Name:
|
|
Jennifer Ansbro Hale
|
|
|
|
|
Title
|
|
Vice President, General Counsel and Secretary
|
EXHIBIT INDEX
|
|
|
Exhibit
No.
|
|
Description
|
|
|
10.1
|
|
Separation Agreement and Release, dated as of August 15, 2017, by and between Stepan Company and Scott Mason
|
Stepan (NYSE:SCL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Stepan (NYSE:SCL)
Historical Stock Chart
From Apr 2023 to Apr 2024