Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - FERRO CORP | l40125exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 1, 2010
Ferro Corporation
(Exact name of registrant as specified in its charter)
| Ohio | 1-584 | 34-0217820 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1000 Lakeside Avenue, Cleveland, Ohio | 44114 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 216-641-8580
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
(b) Sallie B. Bailey will be leaving her position as Vice President and Chief Financial Officer of
Ferro Corporation (the “Company”) effective July 2, 2010.
(c) Thomas R. Miklich, 63, will be joining the Company as Vice President and Chief Financial
Officer on July 7, 2010. Prior to joining the Company, Mr. Miklich served as chief financial
officer of Titan Technology Partners, a privately held IT consulting firm, from 2005 until 2007.
From 2002 until 2004, he served as chief financial officer of OM Group, Inc., a specialty chemicals
company. Mr. Miklich is currently a director of Quality Distribution, Inc. and Noranda Aluminum
Holding Corporation.
The material terms of Mr. Miklich’s compensatory arrangements with the Company are as follows:
Upon joining the Company, Mr. Miklich will receive an annualized base salary of $425,000. Mr.
Miklich will be eligible to participate in the Company’s Annual Incentive Plan with a target bonus
opportunity of 60% of base salary to be paid on a pro rata basis for 2010. He also will be granted
12,500 restricted shares and 60,000 stock options as of his first date of employment with the
Company. The restricted shares vest three years from the grant date and are subject to a mandatory
two-year holding period. Dividends on the restricted shares, if any, are deferred without interest
during the vesting period. The stock options will have an exercise price equal to the fair market
value on the date of grant and will vest at a rate of 25% per year. As an executive officer, Mr.
Miklich will be required to participate in the Company’s Stock Ownership Program.
In addition, Mr. Miklich will also be eligible to participate in benefit programs offered by the
Company to its executives, which include four weeks of vacation time, participation in the
Company’s Long-Term Incentive Plan and supplemental contributions under the Ferro Corporation
Executive Defined Contribution Plan, which includes a 401(k) match and a pension contribution. It
is expected that Mr. Miklich will enter into a Change in Control Agreement with the Company.
Item 7.01 Regulation FD Disclosure.
On July 1, 2010, the Company issued a press release announcing that Mr. Miklich will succeed Ms.
Bailey as Vice President and Chief Financial Officer of the Company. A copy of the press release
is furnished with this Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||
| Exhibit 99.1: Press Release |
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.
| Ferro Corporation (Registrant) |
||||
| Date: July 1, 2010 | By: | /s/ Mark H. Duesenberg | ||
| Name: | Mark H. Duesenberg | |||
| Title: | Vice President, General Counsel and Secretary | |||