8-K 1 a18-7375_18k.htm 8-K




Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  February 23, 2018


AgroFresh Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)


(State or other jurisdiction
of incorporation)


(Commission File Number)


(I.R.S. Employer
Identification Number)


One Washington Square
510-530 Walnut Street, Suite 1350
Philadelphia, PA
(Address of principal executive offices)


(Zip code)


(267) 317-9139
(Registrant’s telephone number, including area code)


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


o                                    Written communications pursuant to Rule 425 under the Securities Act


o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act


o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).


Emerging growth company  x


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.  o





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


On February 23, 2018, the board of directors of AgroFresh Solutions, Inc. (the “Company”) appointed Denise L. Devine as a director, and as a member of the audit committee and the compensation committee of the board of directors. Ms. Devine will stand for re-election at the Company’s 2018 annual meeting of stockholders. Mr. Devine will participate in the Company’s standard compensation program for non-employee directors, as described in the Company’s proxy statement for its 2017 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 25, 2017.


Ms. Devine is the founder and since 2014 has served as the Chief Executive Officer of FNB Holdings, LLC, a company dedicated to initiatives in the health and wellness space. Ms. Devine was also founder and has served for more than ten years as the Chief Executive Officer of Nutripharm, Inc., a company that has generated a portfolio of composition and process patents to create innovative natural food, beverage, pharmaceutical and nutraceutical products that facilitate nutrition and lifelong health. Ms. Devine, a certified public accountant, also previously served as Chief Financial Officer for Energy Solutions International and in financial management positions for Campbell Soup Company. Ms. Devine has served as Chair of the Pennsylvania State Board of Accountancy and on the Board of the American Institute of CPAs. Ms. Devine has served as a director of Fulton Financial Corporation (Nasdaq: FULT) (“Fulton”) since 2012, and serves as a member of Fulton’s audit committee, as Chair of Fulton’s human resources committee, and a member of Fulton’s executive committee. Ms. Devine was a member of the Board of Trustees of Villanova University from 2005 to 2015, where she was the Chair of the Audit and Risk Committee. She has also served as a member of the Board of Trustees of Lourdes Health System since 2010 and was appointed to the Board of Ben Franklin Technology Partners of Southeastern Pennsylvania in 2016. Ms. Devine received an MBA from the Wharton School of the University of Pennsylvania, an M.S. in Taxation from Villanova Law School, and a B.S. in Accounting from Villanova University.






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.


Dated: March 1, 2018









/s/ Thomas Ermi



Name: Thomas Ermi



Title: Vice President and General Counsel