|
|
|
|
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
|
Date of Report (Date of earliest event reported): May 28, 2013
|
|
|
|
MINERALS TECHNOLOGIES INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
|
1-11430
|
|
25-1190717
|
|
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
|
622 Third Avenue, New York, NY
|
|
10017-6707
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
(212) 878-1800
|
|
|
(Registrant's telephone number, including area code)
|
||
|
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)) |
|
|
|
|
|
|
|
|
|
|
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2013, Minerals Technologies Inc. (the "Company") issued a press release announcing that its Board of Directors (the "Board") has elected Mr. John J. Carmola as a member of the Board, effective as of June 1, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
As a new member of the Board, Mr. Carmola 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 $130,000, comprised of $55,000 paid in cash and $75,000 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"), Mr. Carmola will have the right to defer his fee, which would then be credited to his account as phantom stock units. Mr. Carmola 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 Mr. Carmola (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.
There are no arrangements or understandings between Mr. Carmola and any other persons pursuant to which Mr. Carmola 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 Mr. Carmola under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
|
|
|
|
||
|
Item 9.01
|
|
Financial Statements and Exhibits.
|
||
|
|
|
(d)
|
Exhibits
|
|
|
|
|
|
99.1
|
Press Release dated May 28, 2013
|
|
|
|
|
|
|
|
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.
|
|
|
|
MINERALS TECHNOLOGIES INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Meek
|
|
|
|
Name:
|
Thomas J. Meek
|
|
|
|
Title:
|
Senior Vice President, General Counsel Secretary, Human Resources and Chief Compliance Officer
|
|
|
|
|
|
|
Date: May 28, 2013
|
|
|
|
|
MINERALS TECHNOLOGIES INC.
|
||
|
EXHIBIT INDEX
|
||
|
|
|
|
|
Exhibit No.
__________ |
|
Subject Matter
____________________________________________________________ |
|
|
|
|
|
99.1
|
|
Press Release dated May 28, 2013
|
|
|
|
|
| EXHIBIT 99.1 | |
 |
News
|
|
For Immediate Release
|
Contact:
|
|
May 28, 2013
|
Rick B. Honey
|
|
|
(212) 878-1831
|
MINERALS TECHNOLOGIES ELECTS J. J. (JACK) CARMOLA
TO ITS BOARD OF DIRECTORS
----------
NEW YORK, May 28—Minerals Technologies Inc., (NYSE: MTX) announced today that Jack Carmola has been elected to its Board of Directors.
"We are very pleased to have someone of Jack Carmola's abilities and experience join our Board," said Joseph C. Muscari, Executive Chairman of Minerals Technologies. "He is a strong business leader who will bring to our Board a solid background in engineering, manufacturing, general management, supply chain and mergers and acquisitions."
Mr. Carmola has more than 35 years of international business experience, primarily in the aerospace industry with the Goodrich Corporation and General Electric. From 1999 to 2012, Mr. Carmola served in positions of increasing responsibility for Goodrich, including Segment President for Actuation and Landing Systems from 2007 to 2012, and Segment President of Airframe Systems from 2005 to 2007. He was also Segment President of Engine Systems and Group President for Engine/Safety/Electronic Systems. While at General Electric between 1977 and 1996, Mr. Carmola held various engineering and general management positions, including Manager of the M&I Engines Division's Product Delivery Operation. After Goodrich became part of United Technologies in 2012, he served as President, Aerospace Customers and Business Development. He is now consulting for Private Equity companies.
Mr. Carmola holds a Bachelor of Science degree in Mechanical and Aerospace Engineering from the University of Rochester and an MBA, with concentration in Finance, from Xavier University Graduate School of Business Administration.
Minerals Technologies Inc. is a global 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. The company recorded sales of $1.01 billion in 2012.
----------
For further information about Minerals Technologies Inc. look on the internet at http://www.mineralstech.com/
----------
Contact:
Rick B. Honey
(212) 878-1831
####