- Current report filing (8-K)
July 26 2010 - 2:37PM
Edgar (US Regulatory)
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 (Date of earliest event reported):
July 23, 2010
CORN
PRODUCTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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1-13397
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22-3514823
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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5 Westbrook Corporate Center, Westchester, Illinois
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60154-5749
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(Address of Principal Executive Offices)
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(Zip Code)
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(708) 551-2600
(Registrants Telephone Number, Including Area Code)
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:
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.
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Departure
of Directors or Certain Officers, Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
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On
July 23, 2010 Corn Products International, Inc. (the Company) was advised
by Jorge L. Fiamenghi of his intention to resign as Vice President and
President, South America Division of the Company effective August 31,
2010.
The
Company and Mr. Fiamenghi entered into Confidentiality and Noncompete
Agreement under which Mr. Fiamenghi agreed, among other things, that for a
period of 24 months following the termination of his employment with the
Company, he will not compete with the Company or solicit or recruit employees
of the Company, subject to specified limitations. Mr. Fiamenghi also
agreed to maintain the confidentiality of the Companys confidential
information after his termination. Mr. Fiamenghi
also agreed not take any action that would or could disparage or damage the
reputation or operations of the Company or any of its affiliates or
subsidiaries. Under this agreement Mr. Fiamenghi
will receive a fee of approximately $2,079,723 (based on the average exchange
rate of 1.7744 Brazilian Reais per U.S. Dollar on July 23, 2010), payable in 24
equal monthly installments. Under this
agreement, this fee would be forfeited in the event of breach of any of the
non-competition and non-solicitation covenants contained in the agreement, with
an additional payment by Mr. Fiamenghi of the amount of the fee agreed to
as liquidated damages in the event of such breach.
The
Company also entered into a Consulting Agreement under which Mr. Fiamenghi
has agreed to provide consulting services to the extent requested by the
Company during the period beginning on October 20, 2010 and ending on October 31,
2011 (the Consulting Period). Under
this agreement Mr. Fiamenghi will be paid a fee of approximately $2,285
per day (based on the average exchange rate of 1.7744 Brazilian Reais per U.S.
Dollar on July 23, 2010) for each day of services requested by the Company.
The
Company also agreed to the following arrangements with Mr. Fiamenghi who
has served for more than 39 years as an employee of the Company. These arrangements have been customarily
granted to retiring officers who are at least age 55 with 10 years of
service:
·
acceleration to August 31,
2010, of vesting of 7,867 stock options awarded on January 29, 2008.
18,200 stock options awarded on January 27, 2009 and 21,300 stock options
awarded on January 26, 2010 under the Companys Stock Incentive Plan to Mr. Fiamenghi;
·
Mr. Fiamenghi will earn
pro-rata portions of the performance shares granted to him in January 2008
and 2009 to the extent performance shares granted in January 2008 and 2009
are otherwise earned. Shares so earned will be delivered to Mr. Fiamenghi
when and if shares are delivered to other employees awarded performance shares
under the Stock Incentive Plan in 2008 and 2009
Julio
dos Reis, currently President and General Manager, Southern Cone, will be named
Vice President, and President South America Division effective September 1,
2010. Mr. dos Reis has served in
his current position since 2003. Prior
thereto he served in positions of increasing responsibility since joining CPC
International in Argentina in 1994.
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 hereunto
duly authorized.
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CORN PRODUCTS INTERNATIONAL, INC.
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Date:
July 26, 2010
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By:
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/s/
Cheryl K. Beebe
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Cheryl
K. Beebe
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Vice
President and Chief Financial Officer
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3
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