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): September 10, 2021

ADVANSIX INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-37774 (Commission File Number) 81-2525089 (I.R.S. Employer Identification No.)

300 Kimball Drive, Suite 101

Parsippany, New Jersey 07054

(Address of principal executive offices)

Registrant’s telephone number, including area code: (973) 526-1800

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)
☐	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))
☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ASIX	New York Stock Exchange

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. ☐

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

Appointment of Gena C. Lovett as a Director of the Company

On September 10, 2021, the Board of Directors (the “Board”) of AdvanSix Inc. (the “Company”) appointed Gena C. Lovett to the Board effective immediately. Ms. Lovett was also appointed to serve on the Nominating and Governance Committee and the Health, Safety, Environmental and Sustainability Committee of the Board. Ms. Lovett qualifies as independent under the listing standards of the New York Stock Exchange (“NYSE”) and the Company’s Corporate Governance Guidelines. The appointment of Ms. Lovett increases the size of the Board to nine members with eight members qualifying as independent under the NYSE listing standards.

Between 2015 and 2019, Ms. Lovett served as the Vice President of Manufacturing, Safety and Quality of the Defense, Space and Security division of The Boeing Company, and prior to that role, as the Division Vice President, Operations of Boeing’s Defense, Space and Security division. Prior to joining Boeing, Ms. Lovett served as Chief Diversity Officer of Alcoa Corporation, and as Director, Manufacturing, Forgings, between 2007 and 2015. Prior to Alcoa, Ms. Lovett served in numerous roles with Ford Motor Company between 1992 and 2007, most recently as Plant Manager, New Model Programs. Ms. Lovett received her B.A. from The Ohio State University, her M.B.A. from the Baker College Center for Graduate Studies and her M.S. in Values Driven Leadership from Benedictine University. She is currently pursuing her Ph.D. in Values Driven Leadership at Benedictine University and was recently named to the Board of Directors of Trex Company, Inc.

There are no arrangements or understandings between Ms. Lovett and any other persons in connection with her appointment. Ms. Lovett does not have any family relationships with any executive officer or director of the Company, and is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Lovett will receive compensation as a non-employee director in accordance with the non-employee director compensation practices described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 26, 2021.

ITEM 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated September 10, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 10, 2021

AdvanSix Inc.
By:	/s/ Achilles B. Kintiroglou
Name:	Achilles B. Kintiroglou
Title:	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

AdvanSix.com

News Release

ADVANSIX APPOINTS GENA C. LOVETT TO BOARD OF DIRECTORS

Parsippany, N.J., September 10, 2021 – AdvanSix (NYSE: ASIX) announced today the appointment of Gena C. Lovett as a new independent member of its Board of Directors. Ms. Lovett most recently served as Vice President of Manufacturing, Safety and Quality for The Boeing Company’s Defense, Space & Security division, a $30 billion organization. Ms. Lovett will serve on the Nominating and Governance Committee and the Health, Safety, Environmental and Sustainability Committee of the Board of Directors. AdvanSix’s Board now consists of nine members, including eight independent directors.

“We are very excited to welcome Gena to the AdvanSix Board and leverage her insight and unique skill set to advance our corporate strategic priorities,” said Michael Marberry, Board Chairman of AdvanSix. “Gena brings decades of strategic leadership experience with an extensive background in manufacturing and operations and we look forward to her contributions.”

Prior to her joining The Boeing Company in 2015, Ms. Lovett served in multiple roles at Alcoa Corporation including as Chief Diversity Officer and Director of Manufacturing, Forgings. From 1992 to 2007, Ms. Lovett held a series of manufacturing positions of increasing responsibility at Ford Motor Company, moving up from Production Supervisor to Plant Manager. Ms. Lovett received her B.A. from The Ohio State University, her M.B.A. from the Baker College Center for Graduate Studies and her M.S. in Values Driven Leadership from Benedictine University. She is currently pursuing her Ph.D. in Values Driven Leadership at Benedictine University and was recently named to the Board of Directors of Trex Company, Inc.

“Gena will be a valuable addition to our Board and we look forward to benefitting from her perspective and wealth of leadership expertise in both manufacturing and diversity efforts within global organizations. Her perspective can help us significantly as we drive the company forward to achieve sustainable value for all our stakeholders,” said Erin Kane, president and CEO of AdvanSix.

About AdvanSix

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AdvanSix plays a critical role in global supply chains, innovating and delivering essential products for our customers in a wide variety of end markets and applications that touch people’s lives, such as building and construction, fertilizers, plastics, solvents, packaging, paints, coatings, adhesives and electronics. Our reliable and sustainable supply of quality products emerges from the vertically integrated value chain of our three U.S.-based manufacturing facilities. AdvanSix strives to deliver best-in-class customer experiences and differentiated products in the industries of nylon solutions, chemical intermediates, and plant nutrients, guided by our core values of Safety, Integrity, Accountability and Respect. More information on AdvanSix can be found at http://www.advansix.com.

Forward Looking Statements

This release contains certain statements that may be deemed “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, that address activities, events or developments that our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements may be identified by words such as "expect," "anticipate," "estimate," “outlook,” "project," "strategy," "intend," "plan," "target," "goal," "may," "will," "should" and "believe" and other variations or similar terminology and expressions. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors, many of which are beyond our control and difficult to predict, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: general economic and financial conditions in the U.S. and globally, including the impact of the coronavirus (COVID-19) pandemic and any resurgences; the scope, duration and pace of recovery of the pandemic; the timing of the distribution and efficacy of vaccines or treatments for COVID-19 that are currently available or may be available in the future and related vaccination rates; the severity and transmissibility of newly identified strains of COVID-19; governmental, business and individuals’ actions in response to the pandemic, including our business continuity and cash optimization plans that have been, and may in the future be, implemented; the impact of social and economic restrictions and other containment measures taken to combat virus transmission; the effect on our customers’ demand for our products and our suppliers’ ability to manufacture and deliver our raw materials, including implications of reduced refinery utilization in the U.S.; our ability to sell and provide our goods and services, including as a result of travel and other COVID-19-related restrictions; the ability of our customers to pay for our products; any closures of our and our customers’ offices and facilities; risks associated with increased phishing, compromised business emails and other cybersecurity attacks and disruptions to our technology infrastructure; risks associated with employees working remotely or operating with a reduced workforce; risks associated with our indebtedness including compliance with financial and restrictive covenants, and our ability to access capital on reasonable terms, at a reasonable cost or at all due to economic conditions resulting from COVID-19 or otherwise; the impact of scheduled turnarounds and significant unplanned downtime and interruptions of production or logistics operations as a result of mechanical issues or other unanticipated events such as fires, severe weather conditions, natural disasters and pandemics; price fluctuations, cost increases and supply of raw materials; our operations and growth projects requiring substantial capital; growth rates and cyclicality of the industries we serve including global changes in supply and demand; failure to develop and commercialize new products or technologies; loss of significant customer relationships; adverse trade and tax policies; extensive environmental, health and safety laws that apply to our operations; hazards associated with chemical manufacturing, storage and transportation; litigation associated with chemical manufacturing and our business operations generally; inability to acquire and integrate businesses, assets, products or technologies; protection of our intellectual property and proprietary information; prolonged work stoppages as a result of labor difficulties or otherwise; cybersecurity, data privacy incidents and disruptions to our technology infrastructure; failure to maintain effective internal controls; disruptions in transportation and logistics; potential for uncertainty regarding qualification for tax treatment of our spin-off; fluctuations in our stock price; and changes in laws or regulations applicable to our business. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements. We identify the principal risks and uncertainties that affect our performance in our filings with the Securities and Exchange Commission (SEC), including the risk factors in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, as updated in subsequent reports filed with the SEC.

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Contacts:
Media	Investors
Debra Lewis	Adam Kressel
(973) 526-1767	(973) 526-1700
debra.lewis@advansix.com	adam.kressel@advansix.com

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XML

Cover Page	Sep. 10, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 10, 2021
Entity Registrant Name	ADVANSIX INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-37774
Entity Tax Identification Number	81-2525089
Entity Address, Address Line One	300 Kimball Drive
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Parsippany
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07054
City Area Code	973
Local Phone Number	526-1800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ASIX
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0001673985