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): March 19, 2018

PQ Group Holdings Inc.

Delaware	001-38221	81-3406833
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
300 Lindenwood Drive Valleybrooke Corporate Center Malvern, Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)

(610) 651-4400

(Registrant’s telephone number, including area code)

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:

☐ 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))

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.

On March 19, 2018, PQ Group Holdings Inc. (the “Company” or “PQ”) announced that Paul J. Ferrall, Jr., who has served as Executive Vice President and Group President of Environmental Catalysts and Services since 2016, will lead PQ’s strategic development function, effective April 1, 2018. With Mr. Ferrall’s new assignment, David J. Taylor, who has served as Senior Vice President of Strategic Development since 2017, will become Executive Vice President and Group President of Environmental Catalysts and Services, effective April 1, 2018.

Item 7.01 Regulation FD Disclosure.

On March 19, 2018, the Company issued a press release announcing the foregoing executive leadership changes. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Item is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by PQ Group Holdings Inc. dated March 19, 2018

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by PQ Group Holdings Inc. dated March 19, 2018

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.

	PQ GROUP HOLDINGS INC.
	(Registrant)
Date: March 22, 2018	By	/s/ JOSEPH S. KOSCINSKI
		Joseph S. Koscinski
		Secretary, Vice President and General Counsel

EX-99.1

Exhibit 99.1

News Release

PQ GROUP HOLDINGS REALIGNS LEADERSHIP ROLES FOR TWO EXECUTIVES

MALVERN, PA., March 19, 2018 — PQ Group Holdings Inc. (NYSE:PQG) (“PQ” or the “Company”), a leading, highly diversified global provider of specialty catalysts, specialty materials and chemicals, and services, today announced a change of responsibilities for two members of its executive leadership team, effective April 1, 2018.

Paul J. Ferrall, Jr., who has served as Executive Vice President and Group President of Environmental Catalysts and Services since 2016, will lead PQ’s strategic development function. In addition to the current strategic development responsibilities, he will focus on preparation for the digital transformation affecting our global assets. With Mr. Ferrall’s new assignment, David J. Taylor, who has served as Senior Vice President of Strategic Development since 2017, will become Group President of Environmental Catalysts and Services.

“Paul has successfully managed most of our operations at various times during his 13 years with PQ,” said Chairman and Chief Executive Officer Jim Gentilcore. “Given his experience and past achievements, he is uniquely suited to lead the Strategic Development Group.

Jim continued: “Dave is a seasoned veteran and his business experience in the industrial gas and energy sectors will serve him well as he heads our Environmental Catalysts and Services business.”

Mr. Ferrall joined PQ in August 2005 and held several leadership positions in global plant operations and the performance chemicals business prior to assuming his role in the Environmental Catalysts and Services Group. Mr. Taylor joined PQ in 2017, and he previously served in several senior management positions with Air Products and Chemicals, Inc., a global industrial gas and chemicals supplier.

Mr. Ferrall and Mr. Taylor will continue to report to Mr. Gentilcore.

Investor Contact:

Nahla A. Azmy

(610) 651-4561

Nahla.Azmy@pqcorp.com

Media Contact:

Kathleen Stanley

(201) 486-3729

Kathleen.Stanley@pqcorp.com

About PQ Group Holdings, Inc.

PQ Group Holdings, Inc. is an integrated, global provider of specialty catalysts, specialty materials and chemicals, and services. Our environmental catalysts and services business is a leading global innovator and producer of catalysts for the refinery, emissions control, and petrochemical industries and is also a leading provider of catalyst recycling services to the North American refining industry. Our performance materials and chemicals business is a silicates and specialty materials producer with leading supply positions in North America, Europe, South America, and Asia (except China) serving diverse and growing end uses such as personal and industrial cleaning products, fuel efficient tires, surface coatings, and food and beverage products.

Forward Looking Statements:

Certain statements in this press release are forward-looking statements. Such statements involve a number of risks, uncertainties and other factors which could cause actual results to differ materially.

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