8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 29, 2018

KEMET Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-15491	57-0923789
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

KEMET Tower, One East Broward Blvd., Fort Lauderdale, Florida	33301
(Address of principal executive offices)	(Zip Code)

(954) 766-2800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company o

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. o

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 29, 2018, KEMET Corporation (the “Company”), received notice from Mr. William Lowe, the Company’s Executive Vice President and Chief Financial Officer, that he will retire on May 31, 2019. Mr. Lowe’s decision did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Lowe will continue to serve in his current position until his retirement date, at which time his employment will end.

The Company hired Mr. Gregory Thompson as Mr. Lowe’s eventual successor. Mr. Thompson began his employment at the Company on December 1, 2018 as Executive Vice President - Finance. In May 2019, he will assume the role of Executive Vice President and Chief Financial Officer.

Gregory C. Thompson, age 63, served as Executive Vice President of Axiall Corporation, a Delaware corporation, from July 2015 until October 2016 and Chief Financial Officer from February 2008 until October 2016. Before beginning at Axiall in 2008, Mr. Thompson served as the Senior Vice President and Chief Financial Officer of Invacare Corporation, a medical equipment manufacturer. Prior thereto, he served in various financial management positions with Sensormatic Electronics Corporation, Wang Laboratories, Inc. and Price Waterhouse. He is a Certified Public Accountant and is a Member of the American Institute of Certified Public Accountants. He holds a Bachelor of Science degree in Accounting from Virginia Polytechnic Institute and State University.

Mr. Thompson will receive a base salary of $575,000. On December 1, the effective date of Mr. Thompson’s employment, he received 100,000 restricted stock units. Mr. Thompson is also eligible to participate in the performance incentive programs and benefit plans the Company offers its other executives. For more information on the compensation of the Company’s executives, please refer to the disclosure under the heading “Compensation Discussion and Analysis” in the Company’s Proxy Statement for its Annual Meeting of Stockholders held on July 25, 2018 (filed with the Securities and Exchange Commission on June 13, 2018).

In addition, the Company and Mr. Thompson entered into a Change in Control and Severance Compensation Agreement, substantially in the form of Exhibit 10.15 to the Company’s Form 10-K for the fiscal year ended March 31, 2018, with a 24 month benefit period.

A copy of the press release announcing the retirement and transition plan for the Company’s Chief Financial Officer is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.     

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated December 3, 2018

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.

Date:	December 3, 2018	KEMET Corporation
	By:	/s/ WILLIAM M. LOWE, JR.
		William M. Lowe, Jr.
		Executive Vice President and
		Chief Financial Officer

EX-99.1

News Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Robin Blackwell, J.D.	William M. Lowe, Jr.
	Vice President Corporate Communications	Executive Vice President and
	and Investor Relations	Chief Financial Officer
	robinblackwell@kemet.com	williamlowe@kemet.com
	954-245-8742	954-766-2840 or 864-963-6484

KEMET ANNOUNCES RETIREMENT AND TRANSITION PLAN OF CFO

Fort Lauderdale, Florida (December 3, 2018) -KEMET Corporation (“KEMET” or the “Company”) (NYSE: KEM), a leading global supplier of passive electronic components, today reported that William M. Lowe, Jr., Executive Vice President and Chief Financial Officer has announced his decision to retire from the Company next May 31, 2019.

Mr. Lowe joined the Company in July 2008 and has been a member of the Company's executive leadership team, with responsibility for leading all aspects of KEMET’s financial activities, including accounting, reporting, internal controls, treasury, tax and investor relations. During his career with the Company, Mr. Lowe has overseen the Company's cost savings efforts, working capital and cash management, and was an integral part of the successful conclusion of the TOKIN acquisition last calendar year. Just recently Mr. Lowe lead the successful refinancing of the Company’s debt with financing through a bank group in Japan.

Gregory Thompson has been hired as Executive Vice President - Finance and will assume the role of Executive Vice President and Chief Financial Officer next May 2019. Mr. Thompson is an experienced public company CFO with deep global experience across several industries including electronics, chemicals, building products, medical equipment, manufacturing, technology software and services. He has 25 years of experience engaging to enhance shareholder value through strategy development, acquisition and divestiture initiatives, capital structure optimization and operational improvements while maintaining a focus on pragmatic risk management, prudent financial controls and fiscal discipline. From January 2008 to October 2016 Mr. Thompson served as EVP and CFO of Axiall Corporation, a $5 billion chemical manufacturer. Mr. Thompson has also served as SVP and CFO of Invacare Corporation, a $1.6 billion global leader in the manufacture and distribution of home and long-term care medical products, and SVP, CFO and Controller of Sensormatic Electronics Corporation, a $1.1 billion global manufacturer of electronic security products for retail loss prevention.

“Bill Lowe has been my comrade-in-arms at KEMET for more than ten years, during which KEMET has substantially improved both our operating results and our balance sheet,” stated Per Loof, the Company’s Chief Executive Officer. “During that time, among other achievements, our EPS and market cap have increased significantly, and Net Debt has been reduced by 88%. I’ll miss experiencing Bill’s dedication, professionalism and humor on a daily basis, but I know that his contributions in building a first-class global finance department and transforming our balance sheet will endure. Before he begins his well-earned retirement, Bill will ensure a smooth transition by working closely with Greg Thompson through the completion of our financial reporting for the FY2019 fiscal year. I’m delighted that Greg has chosen to join KEMET as Bill’s eventual successor. Greg and I previously worked together at Sensormatic Electronics Corporation, a billion-dollar NYSE company in which I served as President/CEO with Greg as CFO. Greg’s broad experience and proven success as the chief financial officer of three $1 billion + public companies make him extremely qualified to succeed Bill and continue the excellent progress that we may have made.”

About KEMET

The Company’s common stock is listed on the NYSE under the ticker symbol “KEM” (NYSE: KEM).  At the Investor Relations section of our web site at http://www.kemet.com/IR, users may subscribe to KEMET news releases and find additional information about our Company.  KEMET offers our customers the broadest selection of capacitor technologies in the industry, along with an expanding range of electromechanical devices, electromagnetic compatibility solutions and supercapacitors. Our vision is to be the preferred supplier of electronic component solutions demanding the highest standards of quality, delivery and service. Additional information about KEMET can be found at http://www.kemet.com. 

Cautionary Statement on Forward-Looking Statements

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about the Company’s financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets, in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates” or other similar expressions and future or conditional verbs such as “will,” “should,” “would,” and “could” are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise. 

Factors that may cause actual outcomes and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, the following: (i) adverse economic conditions could impact our ability to realize operating plans if the demand for our products declines, and such conditions could adversely affect our liquidity and ability to continue to operate and could cause a write down of long-lived assets or goodwill; (ii) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased raw materials; (iii) changes in the competitive environment; (iv) uncertainty of the timing of customer product qualifications in heavily regulated industries; (v) economic, political, or regulatory changes in the countries in which we operate; (vi) difficulties, delays, or unexpected costs in completing the Company's restructuring plans; (vii) acquisitions and other strategic transactions expose us to a variety of risks, including the ability to successfully integrate and maintain adequate internal controls over financial reporting in compliance with applicable regulations; (viii) our acquisition of TOKIN Corporation may not achieve all of the anticipated results; (ix) our business could be negatively impacted by increased regulatory scrutiny and litigation; (x) difficulties associated with retaining, attracting, and training effective employees and management; (xi) the need to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xii) exposure to claims alleging product defects; (xiii) the impact of laws and regulations that apply to our business, including those relating to environmental matters, data protection, cyber security, and privacy; (xiv) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xv) changes impacting international trade and corporate tax provisions related to the global manufacturing and sales of our products may have an adverse effect on our financial condition and results of operations; (xvi) volatility of financial and credit markets affecting our access to capital; (xvii) the need to reduce the total costs of our products to remain competitive; (xviii) potential limitation on the use of net operating losses to offset possible future taxable income; (xix) restrictions in our debt agreements that could limit our flexibility in operating our business; (xx) disruption to our information technology systems to function properly or control unauthorized access to our systems may cause business disruptions; (xxi) economic and demographic experience for pension and other post-retirement benefit plans could be less favorable than our assumptions; (xxii) fluctuation in distributor sales could adversely affect our results of operations; (xxiii) earthquakes and other natural disasters could disrupt our operations and have a material adverse effect on our financial condition and results of operations; and (xxiv) volatility in our stock price.

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