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 January 11, 2022, the Board of Directors of Haynes International, Inc. (the “Company”) and the Compensation Committee thereof, following a year-end review of policies, plans and agreements relating to the employment of the Company’s executive officers, determined that both Mr. Shor’s Executive Employment Agreement and the Termination Benefits Agreements applicable to each Named Executive Officer required amendment in order to conform to the parties’ intent with respect to cash and other compensation payable upon certain events. Those events include, without limitation, termination of employment in connection with a change of control and, in the case of Mr. Shor, termination of employment upon death or disability. Accordingly, for the avoidance of doubt in construing such provisions, upon the recommendation of the Compensation Committee, the Board of Directors approved, and the Company and the applicable individual entered into (i) Amendment No. 1 to Mr. Shor’s Executive Employment Agreement and (ii) Amendment No. 1 to Termination Benefits Agreement (conformed for each applicable Named Executive Officer).
Item 9.01. Financial Statement and Exhibits
| Exhibit 99.1 | Amendment No. 1 to Executive Employment Agreement |
| Exhibit 99.2 | Form of Amendment No. 1 to Termination Benefits Agreement | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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.
| Haynes International, Inc. |
| Date: January 13, 2022 | By: | /s/ Janice Gunst |
| Janice Gunst |
| Vice President—General Counsel |