Current Report Filing (8-k)
June 17 2019 - 10:41AM
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): June 17, 2019
TOWER INTERNATIONAL, INC.
(Exact Name of Registrant as Specified
in its Charter)
Delaware
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001-34903
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27-3679414
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(State or Other
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(Commission
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(IRS Employer
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Jurisdiction of
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File Number)
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Identification No.)
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Incorporation)
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17672 Laurel Park Drive North, Suite
400E, Livonia, Michigan 48152
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including
area code: (248) 675-6000
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):
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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 Rule 14d-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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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TOWR
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New York Stock Exchange
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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
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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. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2019,
Tower International, Inc. (“Tower”) announced that Reid Southby, age 40, has been hired by Tower as its Executive Vice
President and General Manager, North America. Mr. Southby joins Tower from GKN Powder Metallurgy where he served as President of
Global Large Segment Operations – GKN Sinter Metals since 2014. Prior to that, Mr. Southby was with Magna Powertrain from
2006 to 2014, and with American Axle from 2003 to 2006. Mr. Southby earned his BSE in Industrial and Operations Engineering at
University of Michigan in 2003, and his MBA from Kellogg School of Management at Northwestern University in 2010.
In connection with
his retention, Tower (through its wholly-owned subsidiary Tower Automotive Operations USA I, LLC) and Mr. Southby have entered
into a written employment agreement (the “Employment Agreement”) for an initial term that expires on December 31, 2020,
subject to annual renewal thereafter unless either Tower or Mr. Southby gives the other at least sixty day’s advance notice
of non-renewal. The terms of the Employment Agreement, include:
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an annual base salary
of $500,000, subject to periodic review and adjustment by the compensation committee of Tower’s Board of Directors;
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a variable annual
bonus with a target amount equal to 100% of base salary;
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an annual long term
incentive award pursuant to Tower’s equity incentive plan with a target amount equal to 150% of base salary;
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a retention bonus
of $465,000 payable if Mr. Southby remains employed with Tower through June 1, 2020, or terminates due to death or disability;
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accelerated vesting
of all outstanding equity-based awards granted to Mr. Southby upon a change in control of Tower; and
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severance payments
and benefits in the event of Mr. Southby’s involuntary termination of employment without cause (including due to death or
disability) or resignation for good reason. Enhanced severance is also payable if Mr. Southby’s employment is involuntarily
terminated without cause or if he resigns for good reason within two years following a change in control of Tower.
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Mr. Southby’s
Employment Agreement includes customary restrictions with respect to the disclosure and use of Tower’s confidential information,
as well as non-solicitation and non-competition restrictions during the term of his employment and for a period of one year thereafter
(two years if he becomes entitled to enhanced severance as a result of a termination of employment following a change in control
of Tower). Severance under the Employment Agreement is conditioned upon Mr. Southby’s execution of a general release of any
and all claims arising out of or related to his employment with Tower and the termination of his employment.
The preceding summary
of the Employment Agreement is qualified in its entirety by reference to the text of the Employment Agreement, a copy of which
is filed as Exhibit 10.1 to this report.
The Board of Directors
also accepted Pär Malmhagen’s resignation as President of Tower, effective June 30, 2019, and appointed James Gouin,
Tower’s Chief Executive Officer, as President to succeed Mr. Malmhagen. Tower also announced that Mr. Malmhagen is resigning
from employment with Tower effective June 30, 2019.
The registrant announced the foregoing
changes in a press release disseminated on June 17, 2019. A copy of the press release is annexed hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)
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The following exhibits are filed with this report:
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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.
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TOWER INTERNATIONAL, INC.
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By: /s/ Jeffrey L. Kersten
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Name: Jeffrey L. Kersten
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Title: Chief Financial Officer
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Dated: June 17, 2019
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