Report of Foreign Issuer (6-k)
February 15 2018 - 7:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month
of February 2018
Commission File Number: 001-37669
Nomad Foods Limited
(Translation of registrants name in English)
No. 1 New
Square
Bedfont Lakes Business Park
Feltham, Middlesex TW14 8HA
+ (44) 208 918 3200
(Address of Principal Executive Offices)
Indicate by
check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note
: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): ☐
Note
: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if
submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants
home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to
the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Appointment of Director and Chief Finance Officer
On February 15, 2018, Samy Zekhout was appointed as Chief Finance Officer of Nomad Foods Limited (the
Company
), effective April 1, 2018 (the
Effective Date
). In this role, Mr. Zekhout will be the principal financial officer for the Company and will report to the Companys CEO, Stéfan Descheemaeker. Upon joining the Company, Mr. Zekhout will also
be appointed to the Companys board of directors.
Mr. Zekhout joins the Company with more than 30 years of global consumer products experience at
Procter & Gamble, most recently as CFO and Vice President of Global Grooming over the past 11 years. Throughout the course of his career, Mr. Zekhout has held various finance roles at Procter & Gamble.
Service Agreement with new Chief Finance Officer
In
connection with his appointment, on February 15, 2018, the Company, Nomad Foods Europe Limited and Mr. Zekhout entered into a Service Agreement (the
Service Agreement
). Under the terms of the Service Agreement, Mr. Zekhout will
(i) receive an annual salary of £425,000 that will be reviewed, but not necessarily increased, in April of each year (with the first review to take place in 2019), (ii) be eligible for performance-related discretionary cash bonuses (up to 100%
of salary with an opportunity to increase this to 200% depending on business performance), subject to the achievement of financial and other performance targets as the Company may decide; and (iii) within 2 months following the Effective Date, be
granted an award of 300,000 ordinary shares as incentive compensation under the Companys 2015 Long Term Incentive Plan, subject to performance- based vesting conditions and the other terms and conditions set forth in a share grant award
agreement. Mr. Zekhout is subject to confidentiality provisions and to non-competition and non-solicitation restrictive covenants for a period of 12 months after the termination of his employment, subject to an off-set for paid leave.
The description of the Service Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the
Service Agreement, which the Company intends to file as an exhibit to its Annual Report on Form 20-F. The information contained in this Report on Form 6-K is incorporated by reference into the registration statements on (i) Form S-8 filed with
the Securities and Exchange Commission (the
Commission
) on May 3, 2016 (File No. 333-211095) and (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044).
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,
thereunto duly authorized.
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NOMAD FOODS LIMITED
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By:
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/s/ Anja van Bergen
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Name:
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Anja van Bergen
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Title:
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Company Secretary
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Dated: February 15, 2018
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