UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 October 20, 2021, the Compensation Committee of the Company’s Board of Directors approved the granting of retention awards to each of Messrs. Thomas, Schlater and Duesenberg pursuant to the terms of the cash-based retention program (the “Retention Program”) established in connection with the Company’s May 11, 2021 Merger Agreement with PMHC II Inc. (the “Merger Agreement”). A summary of the Retention Program, including aggregate payments thereunder, was previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 23, 2021 relating to the special meeting of Company shareholders at which the Merger Agreement was approved by shareholders.
The retention awards to Messrs. Thomas, Schlater and Duesenberg will be in the amounts of $1,693,358, $698,510 and $664,004, respectively, assuming the closing of the transactions under the Merger Agreement (the “Closing”) occurs during the first quarter of the Company’s 2022 fiscal year, as is currently anticipated. The retention awards will be in lesser amounts in the event that the Closing occurs during 2021, and the retention awards would increase to $2,023,259, $834,594 and $793,365, respectively, assuming the Closing does not occur prior to the second quarter of the Company’s 2022 fiscal year. The maximum amounts payable to the executives under their retention award agreements (based on an assumed $8 million aggregate retention award pool for all Retention Program participants if the Closing does not occur prior to the second quarter of 2022) corresponds to slightly less than 100% of their respective annual total target cash compensation amounts. The retention awards, which are part of the broader Retention Program covering up to 40 employees of the Company, are intended to incentivize and reward the executives for their continued efforts in furtherance of the contemplated Closing.
In accordance with the terms of the Merger Agreement, 50% of the retention awards will be payable to the executives immediately following the Closing and the remaining 50% of the retention awards will be payable 3 months following the Closing, in each case, subject to the executives’ continued employment through such payment dates (with accelerated payments to be made in the event of the executives’ involuntary termination of employment without cause or termination of employment for “good reason” as defined in the executives’ change in control protection agreements).
SIGNATURES
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.
| Ferro Corporation | ||||
| October 22, 2021 | By: | /s/ Benjamin J. Schlater | ||
| Name: Benjamin J. Schlater | ||||
| Title: Group Vice President and Chief Financial Officer | ||||
Document and Entity Information |
Oct. 20, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | FERRO CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0000035214 |
| Document Type | 8-K |
| Document Period End Date | Oct. 20, 2021 |
| Entity Incorporation State Country Code | OH |
| Entity File Number | 1-584 |
| Entity Tax Identification Number | 34-0217820 |
| Entity Address, Address Line One | 6060 Parkland Boulevard |
| Entity Address, Address Line Two | Suite 250 |
| Entity Address, Address Line Three | Mayfield |
| Entity Address, City or Town | Heights |
| Entity Address, State or Province | OH |
| Entity Address, Postal Zip Code | 44124 |
| City Area Code | 216 |
| Local Phone Number | 875-5600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Security 12b Title | Common Stock, par value $1.00 |
| Trading Symbol | FOE |
| Security Exchange Name | NYSE |