Current Report Filing (8-k)
November 13 2017 - 6:05AM
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): November 7, 2017
SUNCOKE ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35243
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90-0640593
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(State
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1011 Warrenville Road, Suite 600
Lisle, Illinois
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60532
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code: (630)
824-1000
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:
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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
Rule14d-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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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.
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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 November 10, 2017, SunCoke Energy, Inc. (the
Company
) announced the retirement of Frederick A. Henderson as
Chairman, Chief Executive Officer and President, effective December 1, 2017. With the approval and consent of the Companys Board of Directors (the
Board
), Mr. Henderson will continue to serve as Executive Chairman
of the Board for a transition period through December 31, 2017, at the end of which time he will resign from the Board, and Mr. John W. Rowe, currently SunCokes Lead Director and Governance Committee Chair, will serve as the
non-Executive
Chairman of the Board, beginning on January 1, 2018.
The Board has approved an
arrangement, set forth in a letter (the
Arrangement Letter
), to compensate Mr. Henderson for his role as Executive Chairman, pursuant to which Mr. Henderson will continue to be paid at his current base salary, will
remain eligible to receive his bonus under the Companys 2017 Annual Incentive Plan, and will retain the equity awards previously awarded to him. He also will remain eligible to participate in the Companys health, welfare and benefit
plans. However, beginning December 1, 2017, he will not be eligible for any 2018 bonus award under the Annual Incentive Plan, nor receive additional stock options or other long-term incentives. Payout of Mr. Hendersons 2017 bonus
will be based on actual performance, and will be paid at the same time that other participants in the Annual Incentive Plan are paid. Mr. Hendersons equity awards will continue to vest through December 31, 2017. The foregoing brief
description is qualified in its entirety by reference to the complete terms and conditions of the Arrangement Letter, which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated
herein by reference.
Also on November 10, 2017, the Company announced the election of Michael G. Rippey as the Companys Chief
Executive Officer and President, and as a member of the Board, effective December 1, 2017. In connection with Mr. Rippeys election, the size of the Board will be increased from eight to nine members and Mr. Rippey will fill the
vacancy. Mr. Rippeys initial term as a director will expire at the Companys 2020 annual meeting of stockholders. Biographical information on Mr. Rippey is included in the press release announcing his election, and is
incorporated by reference into this Item 5.02. On November 7, 2017, the Board approved an offer letter (the
Offer Letter
) to Mr. Rippey, in connection with his election as the Companys Chief Executive Officer and
President. The material terms of the Offer Letter include the following:
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Salary:
Initial base salary of $750,000 per year.
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Annual Bonus:
His target annual cash bonus under the SunCoke Energy, Inc. Senior Executive Incentive Plan will be 100% of base salary.
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Equity Awards
: Upon approval at the December 6, 2017 Compensation Committee meeting, he will receive equity-based compensation equal in value to $2,000,000. These equity awards, to be granted under the
SunCoke Energy, Inc. Long-Term Performance Enhancement Plan, grants will be split in value as 80% Performance Stock Units, 10% Market Stock Options and 10% Performance Stock Options.
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Other:
In addition, Mr. Rippey will be eligible to participate in the Companys executive severance plans and its comprehensive benefit plans, including 401(k) defined contribution and related plans.
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A copy of the Offer Letter is attached as Exhibit 10.2 to this Current Report on Form
8-K.
A copy of the press release announcing Mr. Hendersons retirement and the election
of Mr. Rippey as Chief Executive Officer and President is attached as Exhibit 99.1 to this Current Report on Form
8-K.
Mr. Rippey does not have any family relationship with any of the Companys directors or executive officers or any persons nominated
or chosen by the Company to be a director or an executive officer. He has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation
S-K
or Item 5.02(d) of Form
8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SUNCOKE ENERGY, INC.
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By:
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/s/ Fay West
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Fay West
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Senior Vice President and
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Chief Financial Officer
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Date: November 10, 2017
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