8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 10, 2019

CABOT CORPORATION

 

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

 

(State or Other Jurisdiction of Incorporation)

 

1-5667   04-2271897
(Commission File Number)   (IRS Employer Identification No.)

 

TWO SEAPORT LANE, SUITE 1300,

BOSTON, MASSACHUSETTS

  02210-2019
(Address of Principal Executive Offices)   (Zip Code)

(617) 345-0100

 

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which
registered

Common Stock, $1 par value per share    CBT    The New York Stock Exchange


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) At its meeting on May 10, 2019, the Board of Directors of Cabot, based on the recommendation of the Board’s Governance and Nominating Committee, elected Christine Yan a director of Cabot and appointed Ms. Yan to the Board’s Safety, Health, Environment & Sustainability Committee, both effective May 13, 2019. Ms. Yan will serve as a director in the class whose term expires at the Annual Meeting in 2021.

There is no arrangement or understanding between Ms. Yan and any other person pursuant to which she was selected to become a member of the Board, nor are there any transactions between Ms. Yan and Cabot or any subsidiary of Cabot that are reportable under Item 404(a) of Regulation S-K.

Ms. Yan will receive compensation for her service as a non-employee director as described under the heading “Director Compensation” in Cabot’s Proxy Statement for the 2019 Annual Meeting of Stockholders, which description is incorporated herein by reference. As part of such compensation, on May 13, 2019, Ms. Yan will receive shares of Cabot common stock, par value $1.00 per share, having a value as close as possible to $80,000 on such date.

A copy of the press release announcing Ms. Yan’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press release issued by Cabot Corporation on May 13, 2019


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.

 

CABOT CORPORATION
By:   /s/ Sean D. Keohane
 

Name: Sean D. Keohane

Title:    President and Chief Executive Officer

Date: May 13, 2019

 

EX-99.1

Exhibit 99.1

Cabot Corporation Announces Election of Christine Yan to Board of Directors

BOSTON – May 13, 2019— Cabot Corporation (NYSE: CBT) today announced that Christine Yan has been elected to its Board of Directors, effective today. She was also appointed to serve as a member of the Safety, Health, Environment & Sustainability Committee of the Board of Directors. Ms. Yan recently retired from the position of vice president of integration at Stanley Black & Decker where she led the company’s successful integration of Nelson Fastener Systems. Prior to this role, Ms. Yan served as President – Asia for Stanley Black & Decker based in Shanghai, China and President – Stanley Storage and Workspace Systems.

Sue H. Rataj, Non-Executive Chair of Cabot’s Board of Directors, said, “We are very pleased to welcome Christine to our Board. She brings years of experience in global manufacturing and engineering as well as significant experience in international business, specifically in Asia. Given her extensive background in Asia, Ms. Yan will add valuable insights as Cabot expands its business in this region.”

“I am delighted and honored to join the Cabot Board of Directors. Cabot is a trusted leader in its markets and in sustainable operations. I look forward to leveraging my expertise to help the company reach its fullest potential and achieve its growth objectives,” said Ms. Yan.

Ms. Yan started her career at Stanley Black & Decker as an engineering intern in 1989 and progressed to be the first female business unit president for the company in 2006 when she became President of Global Automotive for the Engineered Fastening Business. Ms. Yan also serves as a director of Modine Manufacturing Company, ON Semiconductor and Ansell Limited and serves on the advisory board for Goldman Sach’s China-US Industrial Cooperation Partnership. She holds a Bachelor of Science degree from Shandong University in Shandong, China, a Master of Science in Mechanical Engineering degree from Wayne State University in Detroit, Michigan, and a Master of Business Administration degree from the University of Michigan’s Ross School of Business in Ann Arbor, Michigan.

About Cabot Corporation

Cabot Corporation (NYSE: CBT) is a global specialty chemicals and performance materials company, headquartered in Boston, Massachusetts. The company is a leading provider of rubber and specialty carbons, activated carbon, inkjet colorants, cesium formate drilling fluids, masterbatches and conductive compounds, fumed silica and aerogel. For more information on Cabot, please visit the company’s website at: http://www.cabotcorp.com.

Contacts

Cabot Corporation

External Communications

Erin Caron, 617-342-6257

or

Investor Relations

Steve Delahunt, 617-342-6255