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
Date of report (Date of earliest event reported): June 9, 2016
CSW INDUSTRIALS, INC.
(Exact Name Of Registrant As Specified In Charter)
| Delaware | 001-37454 | 47-2266942 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5420 Lyndon B. Johnson Freeway, Suite 500
Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 233-8242
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 (see General Instruction A.2. below):
| ¨ | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Principal Financial Officer
On June 9, 2016, CSW Industrials, Inc. (the “Company”) announced that Gregg Branning has been named as the Company’s Executive Vice President and Chief Financial Officer, effective June 9, 2016.
Mr. Branning, 55, served as Senior Vice President, Chief Financial Officer and Corporate Secretary of Myers Industries, Inc., a manufacturer of polymer products for industrial, agricultural, automotive, commercial and consumer markets, from September 2012 to March 2016. Prior to that, he served in leadership roles of increasing responsibility with Danaher Corporation, most recently as Vice President of Finance and Chief Financial Officer of Thomson Industries, a Danaher subsidiary.
In his role with the Company, Mr. Branning will receive an annual base salary of $300,000. He will be eligible for a cash award under the Company’s annual incentive program with a target award of 100% of base salary, and he will participate in the Company’s long term incentive program with a target award of 133% of base salary. In addition, Mr. Branning will receive a cash sign-on bonus of $100,000, half payable on his start date and half payable on the first anniversary of his start date. He will also be granted a one-time award of restricted stock in an amount equivalent to $100,000, which is subject to a three year vesting schedule, with ratable vesting on each anniversary of the grant. The Company will also provide reimbursement for relocation costs. Mr. Branning will participate in the Company’s retirement, health and welfare and other benefits generally available to other Company employees.
Mr. Branning has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he will be selected as an officer of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Branning that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
Departure of Principal Financial Officer
On June 9, 2016, CSW Industrials, Inc. (the “Company”) announced that Kelly Tacke, Chief Financial Officer of the Company, resigned from the position of Chief Financial Officer effective June 9, 2016. In connection with Ms. Tacke’s departure, the Company entered into a written severance agreement with Ms. Tacke providing for a severance payment of $395,000, representing one year of base salary and consideration for fiscal 2016 annual incentive program amounts.
A copy of the press release issued by the Company announcing Mr. Branning’s appointment and Ms. Tacke’s departure is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release dated June 9, 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.
Dated: June 9, 2016
| By: | /s/ Luke E. Alverson | |
| Name: | Luke E. Alverson | |
| Title: | Senior Vice President, General Counsel & Secretary | |
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release dated June 9, 2016 | |
Exhibit 99.1
CSW Industrials Names Greggory W. Branning
Chief Financial Officer
Dallas, Texas – June 9, 2016 – CSW Industrials, Inc. (the “Company”; NASDAQ: CSWI), a diversified industrial growth company with well-established, scalable platforms and domain expertise across three segments: Industrial Products; Coatings, Sealants & Adhesives; and Specialty Chemicals, today announced that Gregg Branning has been named the Company’s Executive Vice President and Chief Financial Officer, effective June 9, 2016. Branning joined the Company on May 9, 2016 in a consulting capacity to gain familiarity with the Company and ensure a smooth transition.
Branning was most recently senior vice president, Chief Financial Officer and Corporate Secretary of Myers Industries, Inc., a polymer products manufacturer. Prior to Myers, Branning was with Danaher Corporation for nine years in various financial leadership roles, where he most recently served as Vice president of Finance and Chief Financial Officer of Thomson Industries, a Danaher subsidiary. Branning also spent thirteen years with United Technologies’ Hamilton Sundstrand in financial roles of increasing responsibility, and seven years in public accounting, including time with Ernst & Young LLP.
“I am excited to welcome Gregg to the CSW Industrials’ leadership team,” said Joseph B. Armes, CSW Industrials’ Chairman and Chief Executive Officer. “Gregg brings a demonstrated track record of success that will complement the skills of our leadership team, and his deep financial and operational expertise carries a strong strategic focus. As we continue to pursue our growth strategy for the Company, he will immediately play an integral role in our strategic planning process, which we expect will help inform our Board and leadership team on matters including capital allocation, operational excellence, governance, business development and integration.”
The Company also announced that Kelly Tacke, the Company’s current chief financial officer, will be leaving the Company.
“On behalf of CSW Industrials, I offer my sincere thanks to Kelly for her service to the Company,” said Armes. “I appreciate the leadership she demonstrated in helping to position CSW Industrials for success as an independent, publicly traded company, and I wish her well in the future.”
About CSW Industrials
CSWI is a diversified industrial growth company with well-established, scalable platforms and domain expertise across three segments: Industrial Products; Coatings, Sealants & Adhesives; and Specialty Chemicals. CSWI’s broad portfolio of leading products provides performance optimizing solutions to its customers. CSWI’s products include mechanical products for heating, ventilation and air conditioning (“HVAC”) and refrigeration applications, coatings and sealants and high performance specialty lubricants. Markets that CSWI serves include HVAC, general industrial markets, rail car and locomotive, plumbing, commercial construction, oil and gas, mining, electrical, steel and transportation.
Investor Contact:
Michael Callahan
ICR, Inc.
Michael.Callahan@icrinc.com | 203-682-8311
Media Contacts:
Phil Denning or Jason Chudoba
ICR, Inc.
Phil.Denning@icrinc.com | 646-277-1258, Jason.Chudoba@icrinc.com | 646-277-1249