Current Report Filing (8-k)

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 16, 2015

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		001-32483		61-1109077
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7140 Office Circle, Evansville, IN		47715
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (812) 962-5000

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 (see General Instruction A.2. below):

☐ 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)

☐ 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)

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Item 5.02. Appointment of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.

On November 16, 2015, Accuride Corporation ("Accuride" or the "Company") announced as part of its global growth initiative the promotion of Scott Hazlett, Accuride's Senior Vice President/Operations Accuride, to President of Accuride Wheels, and Gregory Risch, Accuride's Senior Vice President/Chief Financial Officer to President of Gunite, effective immediately, as well as the hiring of Michael Hajost to replace Mr. Risch as the Company's Senior Vice President/Chief Financial Officer, effective November 30, 2015. Mr. Risch will continue to serve as the Company's Chief Financial Officer, in addition to his new responsibilities as President of Gunite, through November 30, 2015.

Mr. Hajost, age 52, has no familial relationships with anyone at Accuride and has not been involved in any reportable related party transaction with Accuride or any of its affiliates. Mr. Hajost joins Accuride after completing a seven-year tenure as the Vice President, Treasury and Investor Relations for Carpenter Technology Corp. of Reading, Pennsylvania, which has no affiliation with Accuride. Mr. Hajost previously served in various finance positions of increasing responsibility at JBS Swift & Company, Guidant Corporation, and Eli Lilly and Company. Mr. Hajost's corporate career was preceded by five years of service as an Officer in the United States Army. Mr. Hajost received a bachelor's degree in engineering from the United States Military Academy and earned his MBA in Finance from the University of Chicago.

Mr. Hajost will receive an annual base salary of $310,000, participate in the Company's annual cash bonus and long term incentive programs, receive relocation benefits, and receive other benefits and perquisites consistent with the Company's other senior executives, all as provided in the offer letter attached hereto as Exhibit 10.1 and incorporated by reference herein. Effective as of his start date, the Compensation Committee of Accuride's Board of Directors granted Mr. Hajost an initial equity grant valued at $100,000, with such value being converted into restricted stock units based upon the closing price of the Company's common stock on that day. The initial equity award will vest over a four year period. Mr. Hajost will also be party to an Amended & Restated Severance and Retention Agreement (Tier II executive) with the Company, in the form previously approved by the Board and filed with the Securities and Exchange Commission as an exhibit to the Company's Form 10-K filed on March 15, 2012, and incorporated herein by reference. The material terms of the Amended & Restated Severance and Retention Agreement are also described in the Company's proxy statement filed form DEF 14A.

There are no agreements regarding changes to Mr. Risch's or Mr. Hazlett's compensation in connection with their promotions.

Item 7.01. Regulation FD Disclosure.

A copy of a press release by Accuride, dated November 16, 2015, announcing Mr. Hajost's joining the Company as Senior Vice President and CFO and the promotions of Messrs. Hazlett and Risch is furnished herewith as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1

Michael Hajost Employment Letter.

99.1

Press Release of Accuride Corporation, dated November 16, 2015.

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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 hereunto duly authorized.

Date: November 16, 2015

ACCURIDE CORPORATION

/s/ Stephen A. Martin

Stephen A. Martin

Senior Vice President / General Counsel

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October 26, 2015

Mr. Michael A. Hajost

467 Miller Road

Sinking Spring, PA 19608

Dear Michael:

This letter will set forth the terms of your employment as Senior Vice President/Chief Financial Officer of Accuride Corporation ("Accuride" or the "Company").

Position:	Your position will be Senior Vice President/Chief Financial Officer reporting to Rick Dauch, President & CEO commencing on your Start Date (as defined below).
Start Date:	This offer is contingent on a background check and drug screen. You will commence employment with the Company on a mutually agreed upon date no later than November 30, 2015. The date you commence employment being your "Start Date."
Base Salary:	Your annual base salary will be $310,000.
Annual Incentive:	You will be eligible to participate in the Company's Annual Incentive Compensation Plan ("AICP") starting in 2016. The Annual Incentive is payable as a percentage of base salary and will be determined based on actual performance of the Company for the fiscal year compared against the established AICP performance metrics. For your position, the target payout is 75% of base salary.
Long Term Incentive:	You will be eligible for annual long-term incentive grants to be made in the discretion of our Board of Directors (the "Board") on the same general terms as such grants are made to other members of Accuride's senior management. The target award level for your position has been 75% of base salary. Grants are typically made during the first quarter of the year and have been allocated between time vesting Restricted Stock Units (RSUs) and performance vesting Performance Stock Units (PSUs).
Initial Equity Award	Our Compensation Committee has authorized us to include in your offer an initial equity award valued at $100,000. The initial equity award will be formalized on or near your Start Date and will consist of time vesting RSUs, with twenty percent of the award vesting on each of the first three anniversaries of the grant date and the remaining forty percent vesting on the fourth anniversary of the grant date.

Mr. Michael A. Hajost

October 26, 2015

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Relocation Assistance:	You will be eligible for Accuride's Tier 1 Relocation program which includes, among other benefits, a payment equal to one month's net salary for homeowners to cover miscellaneous relocation expenses plus a $6,000 lump sum (grossed up) to cover temporary living expenses. All reimbursable relocation expenses must be incurred within one year from your Start Date.
Benefits:	As an employee of Accuride you will receive benefits and perquisites at the level and under terms which are provided from time to time to the Company's senior executive officers generally, including: ·Medical/Dental/Vision/Life/AD&D/LTD insurance ·401(k) Plan ·Four weeks vacation All benefit plans and programs are subject to change or terminate at any time at the discretion of the Compensation Committee of the Board.
Severance & Retention Agreement:	You will be eligible for our standard Tier II Severance and Retention Agreement, which provides in part (i) a one year base salary severance in the event your employment is terminated without "Cause" or (ii) a two year base salary plus any applicable bonus (as specified in the agreement) severance in the event your employment is terminated without "Cause" within a specified period after a "Change In Control" of Accuride Corporation, all as specified in and controlled by the terms of the agreement.
Restrictive Covenants:	You agree to execute, abide by and be bound by the Company's standard Agreement to Assign Inventions and Maintain Secrecy and the Policy on Confidential and Trade Secret Information. You also agree to execute and be bound by the Company's standard Confidentiality, Non-solicitation, and Non-competition Agreement.
Other:	As a condition of your continued employment with Accuride, you will be bound by all company policies to the extent that they apply to senior executives of the Company. This letter agreement will be governed by the laws of the State of Indiana, without regard to any conflicts of law provision.

Please note that your employment at Accuride is "at will." This means that you may resign from Accuride at any time with or without cause, and Accuride has the right to terminate your employment with or without cause. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment for any particular duration. This letter supersedes and replaces all prior written and oral communication on employment related subjects.

Signature Page Follows

Mr. Michael A. Hajost

October 26, 2015

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Signature Page for Employment Letter

Please sign and date this letter agreement in the space indicated and return it to my attention to evidence your understanding and agreement to the terms set forth herein.

Sincerely,

Richard F. Dauch

President & CEO

Accuride Corporation

Acknowledged and Agreed:

/s/ Michael A. Hajost

Michael A. Hajost

_10/27/15_________

Date

Media Relations Contact

Timothy G. Weir, APR

Director of Public Affairs, Communications & Marketing

(812) 962-5128 | tweir@accuridecorp.com

Investor Relations Contact

Todd Taylor

Vice President and Treasurer

(812) 962-5105 | ttaylor@accuridecorp.com

FOR IMMEDIATE RELEASE

Accuride Realigns Leadership to Support Global Growth; Adds Hajost as New CFO

·	Promotes Scott D. Hazlett to President, Wheels, and Gregory A. Risch to President, Gunite

·	Michael A. Hajost joins Accuride as Senior Vice President and Chief Financial Officer

EVANSVILLE, Ind. – November 16, 2015 – Accuride Corporation (NYSE: ACW) – a leading supplier of components to the global commercial vehicle industry – today announced that it has revised its organization and upgraded its leadership team to support its planned expansion as a supplier of high-quality wheel end solutions to the global commercial vehicle industry. Over the past four years, Accuride has repositioned itself as a strategic and competitive business partner capable of supporting the needs of its key OEM customers in markets around the globe. Previously a supplier of commercial vehicle components in North America, Accuride recently acquired a majority stake in Italian steel-wheel manufacturer Gianetti Ruote S.r.l., in partnership with CLN S.p.A., as the first step in the Company's strategic expansion as a global wheel end solutions supplier.

Scott D. Hazlett promoted to President, global Wheels business unit

Scott D. Hazlett has been promoted to President, Wheels, continuing to report to President and CEO Rick Dauch. Hazlett will be responsible for integrating the Gianetti Ruote joint venture and leading the global growth of Accuride's Wheels business. Hazlett previously had served as Senior Vice President of Operations, leading the operational restructuring and upgrade of the Gunite business, and the expansion of capacity and capability of Accuride's steel and aluminum wheel business in North America. These production and process upgrades were central to Accuride's successful turnaround strategy to boost operational performance to world-class levels on key metrics such as quality, delivery and lead-times. Hazlett joined Accuride in October 2011 following leadership roles in the agricultural and transportation industries with TriMas and Case Corporation, and as a Partner with industrial turnaround specialist Conway, Mackenzie & Dunleavy of Michigan.

Gregory A. Risch promoted to President, Gunite business unit

Gregory A. Risch is promoted to President, Gunite, as part of Accuride's executive leadership development and succession plan, and will continue reporting to President and CEO Rick Dauch. Risch will lead the restructured and resurgent Gunite business following capital investments and adoption of LEAN manufacturing systems that upgraded plant production and processes, led to industry-leading operating performance and returned the business to profitability. Risch has served as the Company's Chief Financial Officer since October 2011. During his 21-year Accuride career, Risch's other leadership roles have included Vice President and Chief Accounting Officer, and Director of Financial Planning and Reporting.

Michael A. Hajost appointed Chief Financial Officer

Michael A. Hajost will join Accuride as Senior Vice President and Chief Financial Officer, reporting to President and CEO Rick Dauch, effective November 30, 2015. Until then, Greg Risch will continue serving as CFO as he transitions into leading the Gunite business unit. Hajost is a highly capable finance executive with more than 20 years of experience in global financing and treasury operations in both public and private-equity environments. He comes to Accuride having recently completed a seven-year tenure leading the Treasury and Investor Relations functions for Carpenter Technology Corp., a $2.3 billion revenue international alloys and engineered products manufacturer in Reading, Pa. For Carpenter, Hajost had served as Vice President, Treasury and Investor Relations, with global responsibility for treasury, financing and risk management. Previously, he had served as Vice President, Treasurer for the $10 billion revenue branded foods company JBS Swift & Company of Greeley, Colo., establishing a stand-alone Treasury function for the Con-Agra spin-off. He began his corporate career with Eli Lilly and Company of Indianapolis, Ind., after completing five years of service as an officer in the U.S. Army. Hajost is a graduate of the United States Military Academy with a Bachelor of Science degree in Engineering and earned his MBA in Finance from the University of Chicago.

"Promoting Scott and Greg to lead our global Wheels and Gunite businesses, respectively, and adding Mike Hajost to the Accuride Leadership Team as CFO advances our vision to become the premier supplier of wheel end solutions to the global commercial vehicle industry," Accuride President and CEO Rick Dauch said. "Under Scott and Greg's leadership, we have transformed Accuride's operational and financial performance, laying the foundation for our pursuit of strategic global growth that began with our recently announced acquisition of a majority stake in Gianetti Ruote S.r.l. of Italy. We are pleased to add Mike's proven global finance and treasury experience to support our pursuit of long-term profitability and global expansion."

About Accuride Corporation

With headquarters in Evansville, Ind., USA, Accuride Corporation is a leading supplier of components to the global commercial vehicle industry. The company's products include commercial vehicle wheels; wheel-end components and assemblies; and specialty cast-iron components for a range of agricultural, construction and mining, and oil and gas equipment applications. The company's products are marketed under its brand names, which include Accuride®, Accuride Wheel End Solutions^TM, Gunite®, Gianetti Ruote^TM and Brillion^TM. Accuride's common stock trades on the New York Stock Exchange under the ticker symbol ACW. For more information, visit the Company's website at http://www.accuridecorp.com.

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Note to editors: To download high-resolution photographs and biographies of Scott D. Hazlett, Gregory A. Risch and Michael A. Hajost, visit the Accuride News Room http://www.accuridecorp.com/news/ and click on the link to this news release.

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