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): July 13, 2018
CABOT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| DELAWARE |
1-5667 | 04-2271897 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 2 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. ☐
| 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 July 13, 2018, the Board of Directors of Cabot Corporation, based on the recommendation of the Board’s Governance and Nominating Committee, elected Frank “Andy” Wilson a director of Cabot and appointed Mr. Wilson to the Board’s Audit Committee, both effective September 13, 2018. Mr. Wilson will serve as a director in the class whose terms expire at the Annual Meeting in 2019.
There is no arrangement or understanding between Mr. Wilson and any other person pursuant to which he was selected to become a member of the Board, nor are there any transactions between Mr. Wilson and Cabot or any subsidiary of Cabot that are reportable under Item 404(a) of Regulation S-K.
Mr. Wilson will receive compensation for his service as a non-employee director as described under the heading “Director Compensation” in Cabot’s Proxy Statement for the 2018 Annual Meeting of Stockholders, which description is incorporated herein by reference. As part of such compensation, on September 13, 2018, Mr. Wilson will receive shares of Cabot common stock, par value $1.00 per share, having a value as close as possible to $36,667 on such date.
A copy of the press release announcing Mr. Wilson’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
The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Exhibit Index
|
Exhibit No. |
Description | |
| 99.1 | Press release, dated July 16, 2018, of Cabot Corporation. | |
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: July 16, 2018
Exhibit 99.1
| Contact: | Vanessa Craigie Corporate Communications (617) 342-6015 |
Cabot Corporation Announces Election of Frank “Andy” Wilson to Board of Directors
Boston – July 16, 2018 – Cabot Corporation (NYSE: CBT) announced today that Frank “Andy” Wilson has been elected to its Board of Directors, effective September 13, 2018. He was also appointed a member of the Audit Committee of the Board of Directors, effective September 13, 2018. Mr. Wilson recently retired as Senior Vice President and Chief Financial Officer of PerkinElmer, Inc., a position he held since joining PerkinElmer in 2009. Prior to joining PerkinElmer, Mr. Wilson held key business development and finance roles over 12 years at the Danaher Corporation, including Corporate Vice President, Investor Relations. Mr. Wilson is also a Certified Public Accountant.
Sue H. Rataj, Non-Executive Chair of Cabot’s Board of Directors, said, “We are very pleased to welcome Andy to our Board. His significant financial expertise and skills in strategic planning, investor relations and business development within international public companies will further enhance the Board’s depth and capabilities that are necessary to oversee the Company’s ‘Advancing the Core’ strategy.”
“I am delighted and honored to join the Cabot Board of Directors. Cabot is a company with exceptional products and technologies and has many exciting opportunities for growth in the years ahead. I look forward to drawing on my experience to help Cabot achieve its growth objectives and further advance the Company’s strategy,” said Mr. Wilson.
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.
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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in the press release regarding Cabot’s 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 Company’s Annual Report on Form 10-K.