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):  February 24, 2020

AEGION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-35328	45-3117900
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17988 Edison Avenue, Chesterfield, Missouri	63005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (636) 530-8000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Shares, $0.01 par value	AEGN	The Nasdaq Global Select Market

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.

Effective February 24, 2020, Stephen P. Callahan resigned his position as Senior Vice President – Global Human Resources and HS&E. The Company has entered into a separation agreement with Mr. Callahan that provides for, among other things, the continuation of Mr. Callahan’s current base salary for the 18-month period beginning February 25, 2020, and the vesting of certain time-based restricted stock units awarded to Mr. Callahan in 2018, consistent with the terms of the award agreement. The Company will also pay for certain outplacement services for Mr. Callahan. In exchange, Mr. Callahan agreed to release any and all claims against the Company and agreed to certain post-termination restrictive covenants. Additionally, Mr. Callahan forfeited certain unvested restricted stock units and performance units upon his resignation. The foregoing description of Mr. Callahan’s separation agreement is qualified in its entirety by reference to such agreement, a copy of which will be filed as an exhibit to the Company’s Form 10-K for fiscal year ended December 31, 2019.

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.

AEGION CORPORATION
By:	/s/ Mark A. Menghini
	Mark A. Menghini
	Senior Vice President and General Counsel

Date: February 28, 2020

XML

Document And Entity Information	Feb. 24, 2020
Document Information [Line Items]
Entity, Registrant Name	AEGION CORPORATION
Document, Type	8-K
Document, Period End Date	Feb. 24, 2020
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-35328
Entity, Tax Identification Number	45-3117900
Entity, Address, Address Line One	17988 Edison Avenue
Entity, Address, City or Town	Chesterfield
Entity, Address, State or Province	MO
Entity, Address, Postal Zip Code	63005
City Area Code	636
Local Phone Number	530-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Shares
Trading Symbol	AEGN
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000353020