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): | January 18, 2018 |
Cabot Corporation
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(Exact name of registrant as specified in its charter)
| Delaware | 1-5667 | 04-2271897 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| Two Seaport Lane, Suite 1300, Boston, Massachusetts | 02210-2019 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 617-345-0100 |
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:
[ ] 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))
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.
(b) On January 12, 2018, Roderick C.G. MacLeod submitted his resignation from the Board of Directors of Cabot Corporation ("Cabot"). Mr. MacLeod’s retirement from the Board is effective at Cabot’s Annual Meeting of Stockholders to be held on March 8, 2018. Mr. MacLeod, who has served as a director of Cabot since 1998, currently serves on the Audit Committee and the Safety Health and Environmental Affairs Committee.
(d) At its meeting on January 12, 2018, the Board of Directors of Cabot, based on the recommendation of the Board’s Governance and Nominating Committee, elected Cynthia A. Arnold a director of Cabot and appointed Dr. Arnold to the Board’s Compensation Committee, both effective January 18, 2018. Dr. Arnold will serve as a director in the class whose terms expire at the Annual Meeting in 2018.
There is no arrangement or understanding between Dr. Arnold and any other person pursuant to which she was selected to become a member of the Board, nor are there any transactions between Dr. Arnold and Cabot or any subsidiary of Cabot that are reportable under Item 404(a) of Regulation S-K.
Dr. Arnold will receive compensation for her service as a non-employee director as described under the heading "Director Compensation" in Cabot’s Proxy Statement for the 2017 Annual Meeting of Stockholders, which description is incorporated herein by reference. As part of such compensation, on January 18, 2018, Dr. Arnold was granted 1,654 shares of Cabot common stock.
A copy of the press release announcing Dr. Arnold’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release issued January 19, 2018 |
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 | ||||
| January 19, 2018 | By: |
Brian A. Berube
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| Name: Brian A. Berube | ||||
| Title: Senior Vice President and General Counsel | ||||
Exhibit 99.1
| Contact: | Vanessa Craigie Corporate Communications (617) 342-6015 |
Cabot Corporation Announces Board of Directors Changes
Boston January 19, 2018 Cabot Corporation (NYSE: CBT) announced today that Dr. Cynthia Arnold has been elected to its Board of Directors, effective January 18, 2018. She was also appointed a member of the Compensation Committee of the Board of Directors. Dr. Arnold recently retired from her position as Chief Technology Officer of The Valspar Corporation, where she was responsible for technology strategy, project portfolio and organizational development of the global technology function across eight Valspar businesses. Prior to joining Valspar in 2011, Dr. Arnold served as Chief Technology Officer at Sun Chemical Corporation.
John F. O’Brien, Non-Executive Chair of Cabot’s Board of Directors, said, “We are very pleased to welcome Cynthia to the Board. Her depth of global experience in diverse applications, materials innovation processes and cross-functional operations, combined with her understanding of the value chains in which Cabot participates will further enhance the Board’s skills and expertise necessary to oversee the Company’s ‘Advancing the Core’ strategy.”
“I am delighted and honored to join the Cabot Board of Directors. I look forward to using my experience to help advance the achievement of Cabot’s innovation and growth strategy, particularly as the Company drives an increased focus on application innovation and formulated solutions,” said Dr. Arnold.
Cabot also announced the election of Sue H. Rataj as Non-Executive Chair of the Board of Directors, effective March 9, 2018. Mr. O’Brien, who has served as Non-Executive Chair since 2008, will remain on the Board following this Board leadership change. Ms. Rataj joined the Board in 2011 and is currently Chair of the Compensation Committee and a member of the Governance and Nominating Committee.
“The Board is delighted to announce this Board leadership succession. Sue’s substantial management experience as former Chief Executive of Petrochemicals for BP, and her experience with public company Boards, make her an ideal candidate for this role,” said Sean Keohane, president and chief executive officer of Cabot Corporation. “In addition, on behalf of our Board of Directors and management leadership team, I want to thank Jack for the dedication and leadership he has shown as Chair of the Board. We look forward to his continued service and many contributions on the Board.”
In addition, Cabot announced the upcoming retirement of Roderick C.G. MacLeod from the Board. Mr. MacLeod, who has served as a director of Cabot since 1998 and currently serves on the Audit Committee and the Safety Health and Environmental Affairs Committee, is retiring from the Board effective at Cabot’s Annual Meeting of Stockholders to be held on March 8, 2018.
“Rory has provided insightful leadership and guidance during his tenure on the Cabot Board of Directors,” said Mr. O’Brien. “We have benefitted greatly from Rory’s vast experience and wise counsel. On behalf of everyone at Cabot and the Board, I extend our heartfelt gratitude to Rory for his years of service to the Cabot Board and wish him all the very best.”
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 rubber and
specialty carbons, activated carbon, inkjet colorants, cesium formate
drilling fluids, masterbatches and conductive compounds, fumed silica, and
aerogel. For more information on Cabot, please visit the company’s website at:
http://www.cabotcorp.com.
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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in the press release regarding Cabot’s business that are not historical facts are forward looking statements that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K.