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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

 

 

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))

 

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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.

(b)

On September 6, 2016, Minerals Technologies Inc. (the “Company”) sadly announced that Joseph C. Muscari, Chairman and Chief Executive Officer, died unexpectedly on September 3, 2016. He was 69.

(c)

The Board of Directors has elected Duane R. Dunham, a Director of the Company, to succeed Mr. Muscari as Chairman of the Board. The Board also named Douglas T. Dietrich, 47, and Thomas J. Meek, 59, Interim Co-Chief Executive Officers.  Mr. Dietrich was appointed Senior Vice President, Finance and Treasury, Chief Financial Officer effective January 1, 2011. Prior to that, he was appointed Vice President, Corporate Development and Treasury effective August 2007.  Mr. Meek was appointed Senior Vice President, General Counsel and Secretary, Chief Compliance Officer in October 2012. In December 2011, he was given the additional responsibility for Human Resources. Prior to that, he was Vice President, General Counsel and Secretary of the Company effective September 1, 2009.  Additional information regarding Mr. Dietrich’s and Mr. Meek’s previous business experience is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, under “Item 10 - Directors, Executive Officers and Corporate Governance”, and is incorporated herein by reference.

There are no family relationships between Mr. Dunham, Mr. Dietrich or Mr. Meek and any director or executive officer of the Company, and neither Mr. Dunham, Mr. Dietrich nor Mr. Meek has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

A copy of the press release announcing Ms. Muscari’s passing is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated September 6, 2016

 

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.

EXHIBIT INDEX

 

 

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EXHIBIT 99.1

 

Minerals Technologies Announces the Death of Joseph C. Muscari,

Chairman and Chief Executive Officer

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Board of Directors Elects Duane R. Dunham as Chairman of the Board;

 Douglas T. Dietrich and Thomas J. Meek Named Interim Co-Chief Executive Officers

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NEW YORK, September 6, 2016—Minerals Technologies Inc., (NYSE: MTX) sadly announced today that Joseph C. Muscari, Chairman and Chief Executive Officer, died unexpectedly on September 3, 2016. He was 69.

The Board of Directors has elected Duane R. Dunham, a Director of the company, to succeed Mr. Muscari as Chairman of the Board. The Board also named Douglas T. Dietrich, 47, and Thomas J. Meek, 59, Interim Co-Chief Executive Officers. In the coming weeks, the Board will initiate a search for a permanent Chief Executive Officer.

“On behalf of the MTI Board of Directors and employees, it is with deep sorrow that we announce the unexpected passing of Joe Muscari,” said Mr. Dunham. “Joe touched all who knew him through his integrity, intelligence, drive toward excellence and his rare ability to inspire others to perform beyond their own expectations. We mourn his passing and offer our sincerest sympathies to his family.”

Mr. Dunham, retired President and Chief Executive Officer of Bethlehem Steel Corporation, has been a member of the Minerals Technologies Board of Directors since 2002.

Mr. Dietrich is Senior Vice President, Finance and Treasury, and Chief Financial Officer. Mr. Meek is Senior Vice President, General Counsel, Human Resources, Corporate Secretary and Chief Compliance Officer.

 

Mr. Muscari joined Minerals Technologies as Chairman and Chief Executive Officer in March of 2007 after 37 years with Alcoa Inc., where he served in numerous senior management positions including Executive Vice President and Chief Financial Officer. He was also a Director of Aluminum Corporation of China Limited from 2002 to 2007; a Director of Dana Holding Corporation from May 2010, and non-Executive Chairman since 2012;  a Director of EnerSys since June 2008; and a Director of Minerals Technologies Inc. since January 2005.

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, environmental, energy, polymer and consumer products industries. The company reported sales of $1.798 billion in 2015.

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For further information about Minerals Technologies Inc. look on the internet at http://www.mineralstech.com/

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Contact:

Rick B. Honey

(212) 878-1831

Paul J. Donnelly

(212) 878-1840

 

 

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