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): January 2, 2020
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: (214) 884-3777
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)) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share | CSWI | Nasdaq Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
On January 2, 2020, CSW Industrials, Inc. (the “Company”) announced that Debra L. von Storch has been elected by the Company’s Board of Directors (the “Board”) as a new member of the Board. Ms. von Storch is currently a partner at Ernst & Young LLP and serves as Southwest Region Growth Markets leader for EY, where she is responsible for setting strategic direction across numerous service platforms for the firm. Ms. von Storch has held roles of increasing responsibility at EY during her 37-year career with the firm, where she has developed extensive experience in providing global business leadership, strategic tax and transaction planning, capital markets activities, and advisory services to high-growth companies.
In connection with her election to the Board, Ms. von Storch has also been appointed as a member of the Audit Committee of the Board. The Board has made an affirmative determination that Ms. von Storch qualifies as an independent director under Nasdaq rules and the Company’s standards for director independence. There is no arrangement or understanding between Ms. von Storch and any other person pursuant to which she was to be selected as a director. There have been no transactions directly or indirectly involving Ms. von Storch that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
Ms. von Storch will be compensated for her service on the Board in accordance with the Company’s compensatory and other arrangements for non-employee directors, which are described in detail in the Company’s definitive proxy statement dated June 27, 2019, under the heading “Board of Directors Compensation.”
A copy of the press release issued by the Company announcing the election of Ms. von Storch is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this report by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit Description | |||||||
| 99.1 | ||||||||
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: January 3, 2020
| By: | /s/ Luke E. Alverson | |||||||
| Name: | Luke E. Alverson | |||||||
| Title: | Senior Vice President, General Counsel & Secretary | |||||||
CSW Industrials Names Debra L. von Storch to Board of Directors
DALLAS, January 2, 2020 -- CSW Industrials, Inc. (the “Company”) (Nasdaq: CSWI), today announced that its Board of Directors has elected Debra L. von Storch as an independent director. With the addition of Ms. von Storch, the Company’s Board increases to eight members, seven of whom are independent.
Ms. von Storch is currently a partner of Ernst & Young LLP (“EY”) and will be retiring from the firm in June 2020. Ms. von Storch has served at EY for 37 years, most recently serving as a partner and leader of Southwest Region Growth Markets, where she is responsible for setting strategic direction across numerous service platforms for the firm. During her career at EY, Ms. von Storch has developed extensive experience in providing global business leadership, strategic tax and transaction planning, capital market activities, and advisory services to high-growth companies.
Joseph B. Armes, CSWI’s Chairman, Chief Executive Officer, and President, said, “We are pleased to welcome Debra to the Board. She has a breadth of knowledge and strong strategic and financial acumen, demonstrated by a long track record of successfully advising numerous acquisitive, high-growth companies through all stages of a company lifecycle. Debra’s global perspective and leadership skills position her well to contribute meaningfully to our growth strategy as we seek to deliver long-term stockholder value.”
Robert M. Swartz, lead independent director of the Company’s Board of Directors and Chairman of its Nominating and Corporate Governance Committee, added, “Debra is a principled, proven leader with tremendous experience that aligns well with CSWI’s business and core values. Her skill set and deep familiarity with the challenges and opportunities that face companies such as ours will be an excellent complement to the Company’s Board.”
Ms. von Storch received a Bachelor of Business Administration degree from the University of North Texas and is a Certified Public Accountant.
About CSW Industrials
CSWI is a diversified industrial growth company with well-established, scalable platforms, and domain expertise across two segments: Industrial Products 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, air conditioning, and refrigeration applications, sealants, and high-performance specialty lubricants. Markets that CSWI serves include: HVAC/R, architecturally-specified building products, general industrial, plumbing, rail, energy, and mining. For more information, please visit www.cswindustrials.com.
Investor Relations
Adrianne D. Griffin
Vice President, Investor Relations & Treasurer
214-489-7113
adrianne.griffin@cswi.com