8-K: Current report filing
Published on September 12, 2019
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) September 8, 2019
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
(Address of principal executive offices) (Zip Code)
(855 ) 547-1461
Registrant’s telephone number, including area code
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
(Title of class) |
(Trading symbol) |
(Exchange on which registered) |
||
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 Rule12b-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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2019, Axalta Coating Systems Ltd. (the “Company”) established a retention program (the “Retention Program”), under which certain of the Company’s and its subsidiaries’ senior employees, including the Company’s named executive officers (each, an “Executive”), are eligible to participate, to ensure continuity of the Company’s business through the completion of the previously-announced review of strategic alternatives. Under the Retention Program, each Executive will be eligible to receive a cash award (the “Retention Award”) payable promptly after the Executive enters into a retention agreement (the “Retention Award Agreement”). The entire amount of the Retention Award is subject to clawback or recoupment if (1) the Executive resigns without good reason or the Executive’s employment is terminated for cause prior to the earlier of March 31, 2021 or the date that is three months following a change of control, or (2) the Executive breaches a material agreement with the Company. The maximum Retention Award payable to any individual under the Retention Program is $3 million.
The foregoing description of the Retention Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full terms and conditions of the Retention Award Agreement, which is filed with this Form 8-K as Exhibit 10.1 and is incorporated in this Item 5.02 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
|
10.1 |
||
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.
AXALTA COATING SYSTEMS LTD. |
|||
Date: |
September 12, 2019 |
By: |
/s/ Sean M. Lannon |
Sean M. Lannon |
|||
Senior Vice President and Chief Financial Officer |
|||