Sealed Air Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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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.
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Annual Compensation. Mr. Kivits will receive an annual base salary of
$1,100,000, subject to annual review beginning in 2026. He will be eligible to receive an annual bonus under the Company’s bonus program for senior executives with a target bonus of 120% of his base salary, prorated for 2024 based on the
Start Date. He will also be eligible for annual grants of long-term incentive awards consistent with awards for other senior executives as determined by the Board’s People & Compensation Committee. The grant date value of the annual
awards will be $6,000,000. He will receive a prorated amount for his 2024 awards (based on the Start Date). The awards for 2024 and 2025 will be made 50% as time-vesting restricted stock units (“RSUs”) and 50% as performance share units
(“PSUs”) granted under the Company’s 2014 Omnibus Incentive Plan.
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New Hire Compensation. As an inducement to have Mr. Kivits accept the
Company’s offer of employment and recognizing that Mr. Kivits will forfeit certain compensation from his current employer, the Offer Letter provides the following additional compensation on the Start Date:
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Sign-On Bonus. Mr. Kivits will receive a cash sign-on bonus of $3,500,000
shortly following the Start Date. Mr. Kivits must repay the sign-on bonus in full if his employment ends within two years after the Start Date for any reason other than termination by the Company without “Cause” or his voluntarily
resignation for “Good Reason” (as those terms are defined in the Company’s Executive Severance Plan).
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Sign-On Equity Award. Mr. Kivits will receive an RSU award granted on the
Start Date with a grant date value equal to $5,600,000. The RSUs will vest in three substantially equal annual installments beginning on the first anniversary of the Start Date, subject to Mr. Kivits’ continued employment through each
vesting date. The RSUs will include treatment on termination of employment or change in control of the Company consistent with the Company’s standard form of RSU award agreement, except that the RSUs will fully vest if Mr. Kivits’
employment is terminated by the Company without Cause, or if Mr. Kivits resigns for Good Reason, in either case subject to the terms and conditions of the Executive Severance Plan.
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Other Benefits. Mr. Kivits will receive other standard retirement and
health and welfare benefits under the terms of the Company’s benefit plans as generally applicable to the Company’s senior executives, including the Company’s Executive Severance Plan. See the Company’s Current Report on Form 8-K filed on
June 4, 2024 regarding the CEO level of benefits which will apply to Mr. Kivits under the Executive Severance Plan. Mr. Kivits will be expected to relocate to the Company’s
Charlotte, NC headquarters. He will be eligible to receive relocation benefits pursuant to the Company’s relocation policy.
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Annual Compensation Adjustments. Effective on the Start Date, Mr.
Semach’s annual base salary is increased to $850,000 and his target bonus is increased to 100% of his base salary. In addition, his annual long-term incentive awards will have a target grant date value of $2,000,000. His actual annual
bonus and mix of long-term incentive awards will continue to be determined by the Board’s People & Compensation Committee in accordance with the incentive compensation programs as applicable to other senior executives.
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Retention Awards. Mr. Semach will receive the following additional
retention awards:
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Cash Retention Bonus. Mr. Semach will receive a cash retention bonus
payable shortly after the Start Date in the gross amount of $1,000,000. Mr. Semach will be required to repay this amount to the Company if he voluntarily resigns or is terminated by the Company for “Cause” (as defined in the Executive
Severance Plan) prior to the first anniversary of the Start Date.
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RSU Retention Award. Mr. Semach will be granted an RSU award on or about
August 15, 2024 with a grant date value of $1,800,000. The award will vest 50% on February 15, 2026 and 50% on August 15, 2026, subject to his continued employment through each vesting date. The RSUs will include treatment on termination
of employment or change in control of the Company consistent with the Company’s standard form of RSU award agreement, except that the RSUs will fully vest if Mr. Semach’s employment is terminated by the Company without Cause, or if Mr.
Semach resigns for “Good Reason” (as defined in the Executive Severance Plan), in either case subject to the requirements to receive severance under the Executive Severance Plan.
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Additional RSU Award. Mr. Semach will be granted an additional RSU award
on or about August 15, 2024 with a grant date value of $1,500,000, conditioned on the cancellation of the ESG PSU award previously granted on April 18, 2023. The RSUs will vest in three substantially equal annual installments beginning on
the first anniversary of the grant date, subject to Mr. Semach’s continued employment through each vesting date. The RSUs will include vesting provisions in case of death, disability, or involuntary termination of employment
following a change in control of the Company consistent with the Company’s standard form of RSU award agreement.
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Cash Retention Award. Mr. Chammas will receive a retention bonus in the
gross amount of $1,000,000 on the first anniversary of the Start Date if Mr. Chammas remains employed with the Company in good standing through that date. Mr. Chammas will also receive payment of the cash retention bonus if, before the
first anniversary of the Start Date, his employment is terminated by the Company without “Cause” or if he resigns for “Good Reason” (as those terms are defined in the Executive Severance Plan), in either case subject to the requirements
to receive severance under of the Executive Severance Plan. His right to the cash retention bonus will be forfeited in case of any other termination of employment before the first anniversary of the Start Date.
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RSU Retention Award. Mr. Chammas will be granted an RSU award on or
about August 15, 2024 with a grant date value of $1,000,000, conditioned on the cancellation of the ESG PSU award previously granted on February 21, 2023. The RSUs will vest in full on the first anniversary of the grant date, subject to
his continued employment through the vesting date. The RSUs will include vesting provisions in case of death, disability, or involuntary termination of employment following a change in control of
the Company consistent with the Company’s standard form of RSU award agreement.
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Item 7.01 |
Regulation FD Disclosure.
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Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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Offer Letter, dated June 7, 2024, between Patrick Kivits and Sealed Air Corporation.
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Letter agreement, dated June 11, 2024, between Emile Chammas and Sealed Air Corporation.
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Letter agreement, dated June 11, 2024, between Dustin Semach and Sealed Air Corporation.
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Press Release issued by Sealed Air Corporation, dated June 13, 2024.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and embedded within document)
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SEALED AIR CORPORATION
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By:
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/s/ Angel S. Willis
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Name:
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Angel S. Willis
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Title:
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Vice President, General Counsel and Secretary
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(Duly Authorized Officer)
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Date: June 13, 2024
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