Cabot Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On May 30, 2025, Hobart C. Kalkstein, Executive Vice President and President, Reinforcement Materials Segment of Cabot Corporation (the “Company”), informed the Company’s Board of Directors (the “Board”) of his decision to step down from those positions, effective June 15, 2025. Mr. Kalkstein will remain an employee of Cabot serving in an advisory capacity through his retirement on January 5, 2026 to assist in a smooth transition. The Board has appointed Matthew Wood a Senior Vice President of the Company, and Mr. Wood will succeed Mr. Kalkstein as President, Reinforcement Materials Segment.
(e) In connection with Mr. Kalkstein’s retirement from the Company and as an inducement for Mr. Kalkstein to remain an employee until January 5, 2026 to assist with the transition of responsibilities, the Company and Mr. Kalkstein have entered into a transition agreement (the “Transition Agreement”) under which, upon the termination of Mr. Kalkstein’s employment, and Mr. Kalkstein’s execution and delivery of a post-employment general release and waiver of claims and a non-competition and non-solicitation agreement, the Company has agreed to extend the exercise period of Mr. Kalkstein’s vested options to purchase the Company’s common stock (which would otherwise expire on the date that is three months following the termination of employment) until the earlier of (i) thirty-six months following the termination of employment and (ii) the original expiration date of the option. Further, as consideration for Mr. Kalkstein’s obligations under the non-competition and non-solicitation agreement and as provided in Kalkstein’s employment agreement with the Company, during the twelve-month period of non-competition and non-solicitation provided for in the Transition Agreement, the Company will continue to pay Mr. Kalkstein compensation at the rate of one-half of his base salary of wage being paid to him at his retirement date. These arrangements are subject to Mr. Kalkstein’s continued compliance with his obligations to the Company, including regarding confidential information and proprietary developments.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full terms and conditions of the Transition Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1, and which is incorporated in this Item 5.02 by reference.
| Item 7.01. | Regulation 7.01 Disclosure. |
On June 3, 2025, the Company issued a press release announcing the retirement of Mr. Kalkstein, and the appointment of Mr. Wood, as Senior Vice President. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Transition Agreement, dated May 30, 2025, between Cabot Corporation and Hobart C. Kalkstein |
| 99.1 |
| 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/ Karen A. Kalita | |
| Name: | Karen A. Kalita | |
| Title: | Senior Vice President and General Counsel | |
Date: June 3, 2025