UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 9, 2017
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MINERALS TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-11430
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25-1190717
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(State or other jurisdiction
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(Commission File
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(IRS Employer
Identification No.) |
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622 Third Avenue, New York, NY
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10017-6707
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(Address of principal executive offices)
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(Zip Code)
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(212) 878-1800
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(Registrant's telephone number, including area code)
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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.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
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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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
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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. [ ]
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| Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 9, 2017, the Board of Directors (the "Board") of Minerals Technologies Inc. (the "Company") elected Ms. Carolyn K. Pittman as a member of the Board, effective immediately. A copy of the press release announcing Ms. Pittman's election is attached hereto as Exhibit 99.1 and incorporated by reference herein.
As a new member of the Board, Ms. Pittman will be entitled to the same compensation provided to each of the current non-employee members of the Board. This includes an annual retainer fee of $172,500, comprised of $72,500 paid in cash and $100,000 in phantom stock units which have the economic value of one share of the Company's common stock. Under the Company's Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors (the "Deferred Compensation Plan"), Ms. Pittman will have the right to defer her fee, which would then be credited to her account as phantom stock units. Ms. Pittman will also be eligible to receive additional phantom stock units awarded pursuant to the Deferred Compensation Plan.
In addition, the Company has entered into an indemnification agreement with Ms. Pittman (the "Indemnification Agreement") the terms of which are consistent with those previously executed by each of the current members of the Board. The form of such Indemnification Agreement is more fully described in the Company's Current Report on Form 8-K filed on May 8, 2009, which description is incorporated by reference herein. Such description does not purport to be complete, however, and is qualified in its entirety by reference to the form of Indemnification Agreement, which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 8, 2009, and incorporated herein by reference.
The Board has not yet made a determination regarding any committee assignments for Ms. Pittman. There are no arrangements or understandings between Ms. Pittman and any other persons pursuant to which Ms. Pittman was elected as a director. There are no current or proposed transactions in which the Company is a participant and for which disclosure is required with respect to Ms. Pittman under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press Release dated August 11, 2017
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SIGNATURES
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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.
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MINERALS TECHNOLOGIES INC.
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(Registrant)
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By:
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/s/ Thomas J. Meek
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Name:
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Thomas J. Meek
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Title:
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Senior Vice President, General Counsel, Human Resources, Secretary and Chief Compliance Officer
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Date: August 11, 2017
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MINERALS TECHNOLOGIES INC.
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EXHIBIT INDEX
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Exhibit No.
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Subject Matter
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99.1
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Press Release dated August 11, 2017.
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EXHIBIT 99.1
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News
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For Immediate Release
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Contact: Rick Honey
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August 11, 2017
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(212) 878-1831
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MINERALS TECHNOLOGIES INC. ELECTS CAROLYN K. PITTMAN TO ITS BOARD OF DIRECTORS
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NEW YORK, August 11, 2017—Minerals Technologies Inc. (NYSE: MTX) announced today that it has elected Carolyn K. Pittman, vice president-Finance and controller, for Huntington Ingalls Newport News Shipbuilding, to its Board of Directors, effective immediately.
"Minerals Technologies is very fortunate to have someone of Carolyn Pittman's caliber join our Board," said Douglas T. Dietrich, chief executive officer. "Carolyn has more than 32 years of experience, and brings to MTI a wealth of knowledge rooted in her background of audit, accounting, finance, and information technology."
Ms. Pittman joined Huntington Ingalls Newport News Shipbuilding in 2011, a spin-off sector of the Northrop Grumman Corporation. At Northrop Grumman, she was vice president and chief financial officer, Enterprise Shared Services and Information Technology, from 2008 to 2011. She joined Northrop Grumman as a manager in 1995 and attained positions of increasing responsibility, including vice president, sector controller, vice president, internal audit, and chief audit executive. Ms. Pittman began her career with Ernst & Young LLC, where she held positions within audit and assurance services from 1985 to 1995.
Ms. Pittman holds an MBA in finance from Dallas Baptist University and a BSBA in accounting/data processing systems and quantitative analysis from the University of Arkansas.
New York-based Minerals Technologies Inc. is a resource- and technology-based growth company that develops, produces and markets worldwide a broad range of specialty mineral, mineral-based and synthetic mineral products and related systems and services. MTI serves the paper, foundry, steel, construction, environmental, energy, polymer and consumer products industries. The company reported sales of $1.638 billion in 2016.
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For further information about Minerals Technologies Inc. look on the internet at http://www.mineralstech.com/