- Current report filing (8-K)
February 24 2012 - 6:12AM
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): February 23, 2012
Sigma-Aldrich Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-08135
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43-1050617
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3050 Spruce Street, St. Louis, Missouri 63103
(Address of Principal Executive Offices, Including Zip Code)
Registrants telephone number, including area code: (314) 771-5765
N/A
(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 obligations of the registrant under any of the following provisions (
see
General Instruction
A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Election of Certain Officers
On February 23, 2012, Sigma-Aldrich Corporation (the Company) announced the election of Jan A. Bertsch as Executive Vice President and Chief Financial Officer of the Company, effective
March 5, 2012. A copy of the press release announcing the election of Ms. Bertsch is attached to this Current Report on Form 8-K as Exhibit 99.1.
Ms. Bertsch, age 55, served as Vice President and Controller for BorgWarner Inc. (BorgWarner), a product leader in highly engineered components and systems for vehicle powertrain
applications worldwide, since 2011. Previously, from 2009 to 2011, she was Vice President and Treasurer of BorgWarner. From 2008 to 2009, Ms. Bertsch was Senior Vice President, Treasurer and Chief Information Officer for Chrysler Group, LLC and
Chrysler LLC, and from 2006 to 2008, she was Chief Information Officer of Daimler Chryslers Chrysler Group and Mercedes Benz NAFTA organizations.
Pursuant to the terms of the Companys offer letter, approved by the Compensation Committee of the Companys Board of Directors, Ms. Bertschs initial annual base salary will be
$450,000. She will receive an $18,000 automobile allowance per year. Ms. Bertsch will also receive the following two equity grants on or about her first day of employment with the Company: (i) 40,000 stock options that vest in three equal
installments beginning on the first anniversary of her start date; and (ii) 12,000 time-based restricted stock units that vest in the form of Company common stock in two equal installments on the second and third anniversaries of her start
date.
In addition, Ms. Bertsch is eligible for (i) annual incentive awards under the Sigma-Aldrich Corporation Cash
Bonus Plan with a target award of 65% of her annual base salary and (ii) annual participation in the Sigma-Aldrich Corporation Long-Term Incentive Plan (LTIP) with a target award equal to approximately $800,000. The annual incentive
award payout will depend both on Ms. Bertschs individual performance and the Companys financial performance. The LTIP award is split equally between (a) stock options, which vest in three equal installments beginning on the
first anniversary of the grant date and (b) performance shares, which vest in the form of Company common stock based on the Companys financial performance over a three-year performance period.
Ms. Bertsch will be eligible to participate in the Sigma-Aldrich Supplemental Retirement Plan and Sigma-Aldrich Corporation 2005
Flexible Deferral Plan, subject to the terms of the respective plans. A brief description of such plans is set forth on pages 30-31 and 40-42 of the Companys Definitive Proxy Statement on Schedule 14A dated March 14, 2011, for the
Companys Annual Meeting of Shareholders held on May 3, 2011 (the Proxy Statement). In addition, Ms. Bertsch will receive relocation assistance in accordance with the Companys standard executive relocation policy and
be eligible for additional employee benefits consistent with those received by the Companys other employees.
In
connection with the commencement of Ms. Bertschs employment (or soon thereafter), it is expected she will enter into (i) an Indemnification Agreement with the Company in substantially the same form executed by the Companys
other senior executives, a copy of which was previously filed as Exhibit 10(a) to the Companys Current Report on Form 8-K filed November 16, 2010 (the 8-K), and (ii) a Change in Control Agreement with the Company in
substantially the same form executed by the Companys other senior executives, a copy of which was previously filed as Exhibit 10(b) to the 8-K, and described on pages 31-32 and 43-44 of the Proxy Statement.
Cessation of Duties of Certain Officers
On March 5, 2012, concurrent with the effective date of the election of Ms. Bertsch, Kirk A. Richter, Vice President, Treasurer
and Interim Chief Financial Officer of the Company, will cease to be interim Chief Financial Officer. Mr. Richter will remain Vice President and Treasurer of the Company.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press release dated February 23, 2012 announcing election of Jan A. Bertsch to the position of Executive Vice President and Chief Financial Officer of Sigma-Aldrich
Corporation
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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 hereunto duly authorized.
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SIGMA-ALDRICH CORPORATION
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Date: February 23, 2012
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By:
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/s/ George L. Miller
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George L. Miller
Senior
Vice President, General Counsel and Secretary
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Exhibit Index
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Exhibit
No.
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Description
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99.1
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Press release dated February 23, 2012 announcing election of Jan A. Bertsch to the position of Executive Vice President and Chief Financial Officer of Sigma-Aldrich
Corporation
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