8-K
CABOT CORP DE MA false 0000016040 0000016040 2022-05-12 2022-05-12

 

 

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 12, 2022

 

 

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))

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

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) On May 12, 2022, the Board of Directors of Cabot, based on a recommendation of the Board’s Governance and Nominating Committee, elected Raffiq Nathoo a director of Cabot and appointed Mr. Nathoo to the Board’s Audit Committee, each effective immediately. Mr. Nathoo will serve as a director in the class whose term expires at the Annual Meeting in 2023.

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

Mr. Nathoo 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 2022 Annual Meeting of Stockholders, which description is incorporated herein by reference. As part of such compensation, on May 12, 2022, Mr. Nathoo received shares of Cabot common stock, par value $1.00 per share, having a value as close as possible to $84,375 on such date, which amount was calculated by prorating Cabot’s annual stock grant for non-employee directors of $135,000.

A copy of the press release announcing Mr. Nathoo’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

 

Exhibit

    No.    

  

Description

99.1    Press Release issued by Cabot Corporation on May 12, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 12, 2022

EX-99.1

Exhibit 99.1

 

Investor Contact:            Steve Delahunt                    
   (617) 342-6255                    

CABOT CORPORATION ANNOUNCES ELECTION OF RAFFIQ NATHOO TO BOARD OF DIRECTORS

Boston - May 12, 2022 - Cabot Corporation (NYSE: CBT) announced today that Raffiq Nathoo has been elected to its Board of Directors, effective May 12, 2022. He was also appointed a member of the Audit Committee of the Board of Directors, effective May 12, 2022. Since August 2019, Mr. Nathoo has served as a Managing Partner of TX3 Sage Rock, a private investment management firm. Mr. Nathoo has 30 years of experience which spans the investment banking, private equity, and public equity businesses, including over 22 years at Blackstone where he was a Senior Managing Director for 14 years and led the firm’s advisory practice globally in the energy, power and utilities sectors, with New Mountain Capital where he served as an Executive-in-Residence, and with Salomon Brothers Inc. where he started his career. Mr. Nathoo received his Bachelor of Arts degree in Government from Dartmouth College, and a Master of Business Administration degree from Harvard University.

Sue H. Rataj, Non-Executive Chair of Cabot’s Board of Directors, said, “We are very pleased to welcome

Raffiq to our Board. His significant leadership experience, international financial and capital markets expertise, both as an investor and as an M&A advisor, and his broad strategic perspective will further enhance the Board’s depth and capabilities that are necessary to oversee the Company’s Creating for Tomorrow 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. Nathoo.

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 carbon blackspecialty carbonsengineered elastomer compositesinkjet colorantsmasterbatches and conductive compoundsfumed silica and aerogel. For more information on Cabot, please visit the company’s website at cabotcorp.com. The Company encourages investors and potential investors to consult the Cabot website regularly.