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 26, 2011
WORLD
FUEL SERVICES CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
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1-9533
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59-2459427
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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9800 N.W. 41
st
Street, Suite 400
Miami
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33178
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including
area code:
(305) 428-8000
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))
Item 5.02.
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Departures of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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5.02(b)
On August 29, 2011, World Fuel Services Corporation (the “Company”)
announced that, effective January 1, 2012, Paul H. Stebbins will
transition from Chairman of the Board of Directors and Chief Executive
Officer to Executive Chairman of the Board of Directors and an officer
of the Company.
5.02(c)
On August 29, 2011, the Company also announced that, effective
January 1, 2012, Michael J. Kasbar will assume the position of Chief
Executive Officer in addition to his role as President of the Company.
Mr. Kasbar, age 55, has served as President and Chief Operating Officer
of the Company since July 2002 and as a director of the Company since
June 1995. From January 1995 to July 2002, he served as Chief Executive
Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec
Services, Inc.), at the time the Company’s principal subsidiary engaged
in the marine fuel services business. Prior to joining the Company, Mr.
Kasbar was an officer, shareholder and director of Trans-Tec Services,
Inc., a global marine fuel services company, which he co-founded in
1985. With 30 years of experience in the fuel services business and
over 16 years of service to the Company, Mr. Kasbar has been involved in
all aspects of the Company’s business and has gained a unique
understanding of the Company’s strategies and operations. Mr. Kasbar is
the first cousin of Richard A. Kassar, a director of the Company.
On August 26, 2011, the Company entered into Amendment No. 1 (the
“Kasbar Amendment”) to the Agreement between the Company and Mr. Kasbar,
dated March 14, 2008 (the “Kasbar Agreement”), in connection with his
transition from President and Chief Operating Officer to President and
Chief Executive Officer, effective January 1, 2012. The Kasbar
Amendment generally provides that starting on January 1, 2012 and
continuing through January 1, 2016, subject to annual renewals
thereafter unless either party provides the other with one year’s
advance notice, Mr. Kasbar will serve as President and Chief Executive
Officer of the Company, and the Company will pay Mr. Kasbar an annual
base salary of $750,000 (“Base Salary”), which is subject to change from
time to time as determined by the Compensation Committee of the Board of
Directors (the “Compensation Committee”). Mr. Kasbar will remain
eligible to receive annual cash incentive awards and performance-based
equity awards as determined by the Compensation Committee and under the
terms of the Company’s applicable compensation plans. Pursuant to the
Kasbar Amendment, the provisions of the Kasbar Agreement in existence
prior to the execution of the Kasbar Amendment will continue in effect
in all respects during Mr. Kasbar’s continued employment as President
and Chief Operating Officer through December 31, 2011. Furthermore,
except as specifically modified by the Kasbar Amendment, the provisions
of the Kasbar Agreement will continue to govern Mr. Kasbar’s employment
following December 31, 2011.
This description of the Kasbar Amendment is qualified in its entirety by
the full text of the Kasbar Amendment, which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
5.02(e)
On August 26, 2011, the Company entered into Amendment No. 1 (the
“Stebbins Amendment”) to the Agreement between the Company and Mr.
Stebbins, dated March 14, 2008 (the “Stebbins Agreement”), in connection
with his transition from Chairman of the Board of Directors and Chief
Executive Officer to Executive Chairman of the Board of Directors and an
officer of the Company, effective January 1, 2012. The Stebbins
Amendment generally provides that starting on January 1, 2012 and
continuing through January 1, 2014, subject to annual renewals
thereafter unless either party provides the other with six months’
advance notice, Mr. Stebbins will serve as Executive Chairman of the
Board and an officer of the Company, and the Company will pay Mr.
Stebbins an annual base salary of $750,000 (“Base Salary”), which is
subject to change from time to time as determined by the Compensation
Committee. In addition, subject to approval of the Compensation
Committee, Mr. Stebbins will be eligible to receive annual equity-based
awards with a grant-date value targeted at $500,000, 50% in the form of
service-based restricted stock units (“RSUs”) and 50% in the form of
performance-based RSUs. Subject to the terms and conditions of the
applicable award agreements and the Company’s equity compensation plan,
the service-based RSUs will generally vest on the first anniversary of
the date of grant, provided that Mr. Stebbins remains employed by the
Company on the relevant vesting dates, and the performance-based RSUs
will be subject to one-year performance periods and the achievement of
performance goals established by the Compensation Committee from time to
time and will generally vest on the later of (i) one year following the
date of grant and (ii) the last day of the applicable one-year
performance period. Pursuant to the Stebbins Amendment, the provisions
of the Stebbins Agreement in existence prior to the execution of the
Stebbins Amendment will continue in effect in all respects during Mr.
Stebbins’ continued employment as Chief Executive Officer and Chairman
of the Board through December 31, 2011. Furthermore, except as
specifically modified by the Stebbins Amendment, the provisions of the
Stebbins Agreement will continue to govern Mr. Stebbins’ employment
following December 31, 2011.
This description of the Stebbins Amendment is qualified in its entirety
by the full text of the Stebbins Amendment, which is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
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In connection with the changes discussed in Item 5.02 above, on August
26, 2011, the Board of Directors of World Fuel Services Corporation (the
“Company”) approved an amendment and restatement of the Company’s
By-Laws in order to (i) separate the Chairman of the Board of Directors
and Chief Executive Officer positions, (ii) combine the President and
Chief Operating Officer positions, (iii) revise the descriptions of the
duties of the Chairman of the Board and President, (iv) add a
description of the duties of the Chief Executive Officer and Chief
Financial Officer, (v) remove Section 4 of Article III on the
compensation of officers and (vi) make certain clarifying or conforming
changes.
The foregoing description of the amendments to the By-Laws set forth
above is qualified in its entirety by reference to the full text of the
By-Laws which is filed as Exhibit 3.1 to this Form 8-K.
Item 7.01
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Regulation FD Disclosure.
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On August 29, 2011, World Fuel Services Corporation issued a press
release announcing that, effective January 1, 2012, (i) Michael J.
Kasbar will assume the position of Chief Executive Officer in addition
to his role as President of the Company and (ii) Paul H. Stebbins will
transition from Chairman of the Board of Directors and Chief Executive
Officer to Executive Chairman of the Board of Directors and an officer
of the Company. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
This information and the information contained in Exhibit 99.1 shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”), or
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as may be expressly set
forth by specific reference in any such filing.
Item 9.01.
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Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit No.
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Description
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3.1
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By-Laws, amended and restated as of August 26, 2011.
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10.1
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Amendment No. 1, dated August 26, 2011, to Agreement between World
Fuel Services Corporation and Michael J. Kasbar.
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10.2
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Amendment No. 1, dated August 26, 2011, to Agreement between World
Fuel Services Corporation and Paul H. Stebbins.
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99.1
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Press Release, dated August 29, 2011.
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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, thereunto duly authorized.
Date:
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August 29, 2011
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World Fuel Services Corporation
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/s/ R. Alexander Lake
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R. Alexander Lake
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Senior Vice President, General Counsel and
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Corporate Secretary
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