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): | March 11, 2016 |
Cabot Corporation
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(Exact name of registrant as specified in its charter)
Delaware | 1-5667 | 04-2271897 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
Two Seaport Lane, Suite 1300, Boston, Massachusetts | 02210-2019 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 617-345-0100 |
Not Applicable
______________________________________________
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:
[ ] 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.
On March 11, 2016, Patrick M. Prevost advised the Board of his decision to step down from his position as President and Chief Executive Officer of Cabot Corporation (the "Company") effective March 11, 2016. Mr. Prevost remains a member of the Board of Directors and an employee of the Company.
On March 11, 2016, the Board of Directors elected Sean D. Keohane President and Chief Executive Officer of the Company, effective March 11, 2016. Mr. Keohane was also elected a member of the Board of Directors of the Company, effective March 11, 2016, and will serve on the Board’s Executive Committee. Mr. Keohane will serve as a director in the class whose term expires at the Annual Meeting in 2017. On March 11, 2016, the Board of Directors also terminated the Interim Office of the Chief Executive Officer.
Mr. Keohane joined Cabot in 2002 and since November 2014 has been Executive Vice President and President of the Company’s Reinforcement Materials segment. The information regarding the business experience and background of Mr. Keohane is incorporated by reference to the information set forth in the section titled "Executive Officers of the Registrant" of the Company’s annual report on Form 10-K for its fiscal year ended September 30, 2015, as filed with the Securities and Exchange Commission (the "SEC") on November 25, 2015. The information regarding Mr. Keohane’s compensation arrangements with the Company is incorporated by reference to the relevant information set forth in the Company’s proxy statement for its 2016 annual meeting of shareholders as filed with the SEC on January 28, 2016 (the "2016 Proxy Statement"). The Company has not yet entered into any new compensation arrangements with Mr. Keohane in connection with his becoming President and Chief Executive Officer. There is no arrangement or understanding between Mr. Keohane and any other person pursuant to which he was appointed President and Chief Executive Officer or as a member of the Board of Directors. There are no transactions involving Mr. Keohane requiring disclosure under Item 404(a) of Regulation S-K of the SEC, except the transactions in November 2015 in which Cabot withheld from Mr. Keohane shares of Cabot common stock to satisfy withholding tax obligations as described in the section titled "Transactions with Related Persons" in the 2016 Proxy Statement and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Cabot Corporation Press Release dated March 14, 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.
Cabot Corporation | ||||
March 14, 2016 | By: |
Brian A. Berube
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Name: Brian A. Berube | ||||
Title: Senior Vice President and General Counsel |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Cabot Corporation Press Release dated March 14, 2016 |
Exhibit 99.1
Investor Contact: Media Contact: |
Erica McLaughlin (617) 342-6090 Vanessa Craigie (617) 342-6015 |
CABOT CORPORATION ANNOUNCES RESIGNATION OF PREVOST AND APPOINTMENT OF KEOHANE AS CEO
BOSTON (March 14, 2016) Cabot Corporation today announced that Patrick M. Prevost has chosen to step down as President and Chief Executive Officer. Mr. Prevost served as president and CEO for eight years and his resignation became effective on March 11, 2016. Mr. Prevost will continue to be an advisor of the Company and will continue serving as a Director.
I would love to continue to lead this extraordinary organization, but while I continue to focus on my recovery, I am unable to devote the time required to be as effective as I would like, Prevost commented. Therefore, it is in the best interest of our employees and our shareholders for me to resign as CEO at this time.
John F. OBrien, Cabots Non-Executive Chairman of the Board, speaking on behalf of the Board of Directors said, We appreciate Patricks commitment to Cabot over the last eight years. Patrick has made significant contributions to Cabot and under his direction the performance of the Company has improved significantly. We are fortunate to have Patrick continue as a member of the Board of Directors.
The Board of Directors has appointed Sean D. Keohane to serve as President and Chief Executive Officer and to be a member of the Board of Directors. Mr. Keohane joined Cabot in 2002 and has held several key management positions including senior vice president and president of the Performance Materials Segment and most recently, executive vice president and president of the Reinforcement Materials Segment. Prior to joining Cabot, Mr. Keohane worked for Pratt & Whitney, a division of United Technologies in a variety of general management positions.
Mr. OBrien added, Seans experience leading both the Reinforcement Materials and Performance Chemicals segments as well as the Companys commercial excellence initiative will enable him to be successful in the CEO role. Sean has been a true champion of Cabot and the Board has full confidence in his ability to continue to grow and strengthen Cabot into the future.
Mr. Keohane commented, I am very excited to be given the opportunity to lead this great Company. Cabot is made up of exceptional people with strong values and a collaborative nature. I look forward to leading this team and continuing to build on the legacy of excellence and innovation that is Cabot.
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, fumed silica, and aerogel. For more
information on Cabot, please visit the companys website at: http://www.cabotcorp.com.
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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in the press release regarding Cabots business that are not historical facts are forward looking statements that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward looking statements, see Risk Factors in the Companys Annual Report on Form 10-K.