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): March 13, 2019
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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
of incorporation) |
(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 March 13, 2019, the Board of Directors (the “Board”) of Minerals Technologies Inc. (the “Company”) elected Ms. Alison A.
Deans as a member of the Board, effective immediately. A copy of the press release announcing Ms. Deans’ election is attached hereto as Exhibit 99.1 and incorporated by reference herein.
As a new member of the Board, Ms. Deans 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 $190,000, comprised of $80,000 paid in cash and $110,000 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. Deans will have the right to defer her fee, which would then be credited to her account as phantom stock units. Ms. Deans 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. Deans (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 appointed Ms. Deans to the Compensation Committee and the Corporate Governance and Nominating Committee of the
Board, having determined that Ms. Deans satisfies applicable requirements to serve on such Committees. There are no arrangements or understandings between Ms. Deans and any other persons pursuant to which Ms. Deans 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. Deans 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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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: March 19, 2019
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EXHIBIT 99.1
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Investor Contact:
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Cindi Buckwalter, (212) 878-1831
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Media Contact:
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Michael Landau, (212) 878-1840
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Minerals Technologies Names Alison A. Deans to Board of Directors
NEW YORK, March 13, 2019 – (GLOBE NEWSWIRE) – Minerals Technologies Inc. (NYSE: MTX) (“MTI” or “the Company”) today announced that Alison A.
Deans has been elected to its Board of Directors, effective immediately. In connection with Ms. Deans’ appointment, the Board has increased its size from nine to ten directors.
“Alison is a talented and respected business leader, and we are excited to welcome her to our Board,” said Douglas T. Dietrich, Chief Executive
Officer. “She brings a powerful combination of financial acumen, banking expertise, investor perspective and leadership skills built over a multi-decade career at leading financial institutions. The addition of Alison further broadens the expertise
of our Board."
Ms. Deans is currently an independent consultant focusing on the investment advisory and diversified financial services businesses. From
2014-2015, she was Chief Investment Officer at CRT Capital Global, a diversified financial services business. Previously, Ms. Deans worked at Lehman Brothers/Neuberger Berman for six years where she held several senior roles, including Chief
Investment Officer and Head of Equities and Private Asset Management. Under her leadership, Neuberger Berman’s high net worth business grew through organic initiatives, lift-outs, acquisitions and asset inflows. Prior to Lehman Brothers, Ms. Deans
served in senior positions at other financial institutions, including as Chief Financial Officer of Commercial Banking at BankOne and Director of Development at Citigroup. Ms. Deans began her career as a securities analyst covering the financial
services industry where she was consistently top ranked in both the Institutional Investor and Wall Street Journal polls. She received a BSE in Economics from the Wharton School of the University of Pennsylvania.
About Minerals Technologies Inc.
New York-based Minerals Technologies Inc. (MTI) 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 $1.808 billion in 2018. For further information, please visit our website at www.mineralstech.com. (MTI-G)