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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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).
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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 |
On July 12, 2024, the Board of Directors (the “Board”) of Cabot Corporation (“Cabot”), based on a recommendation of the Board’s Governance and Nominating Committee, elected Thierry Vanlancker, as a director of Cabot and appointed Mr. Vanlancker to the Board’s Audit Committee, both effective July 12, 2024. Mr. Vanlancker will serve as a director in the class whose term expires at the Annual Meeting of Stockholders in 2025.
There is no arrangement or understanding between Mr. Vanlancker and any other person pursuant to which he was selected to become a member of the Board, nor are there any transactions between Mr. Vanlancker and Cabot or any subsidiary of Cabot that are reportable under Item 404(a) of Regulation S-K.
Mr. Vanlancker will receive compensation for his service as a non-employee director as described under the heading “Director Compensation” in Cabot’s Proxy Statement for the 2024 Annual Meeting of Stockholders, which description is incorporated herein by reference. As part of such compensation, on July 12, 2024, Mr. Vanlancker received shares of Cabot common stock, par value $1.00 per share, having a value as close as possible to $77,500 on such date, which amount was calculated by prorating Cabot’s annual stock grant for non-employee directors of $155,000.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release announcing Mr. Vanlancker’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release issued by Cabot Corporation on July 12, 2024 | |
| 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/ Sean D. Keohane | |
| Name: | Sean D. Keohane | |
| Title: | President and Chief Executive Officer | |
Date: July 12, 2024
Exhibit 99.1
| Investor Contact: | Steve Delahunt | |||||||
| (617) 342-6255 |
CABOT CORPORATION ANNOUNCES ELECTION OF THIERRY VANLANCKER TO BOARD OF DIRECTORS
Boston - July 12, 2024 - Cabot Corporation (NYSE: CBT) announced today that Thierry Vanlancker has been elected to its Board of Directors, effective July 12, 2024. He was also appointed a member of the Audit Committee of the Board of Directors, effective July 12, 2024. Prior to his retirement, Mr. Vanlancker was Chief Executive Officer and a Director of AkzoNobel NV, a multinational paints and coatings company, from 2017 to 2022. Prior to joining AkzoNobel, Mr. Vanlancker was President of Fluoroproducts and the EMEA region at The Chemours Company, a global provider of performance chemicals, from 2015 to 2016, and from 1988 to 2015 held various positions within the chemicals company Dupont. Mr. Vanlancker has been a member of the Board of Directors of SIKA AG, a Swiss multinational specialty chemical company that supplies to the building sector and motor vehicle industry, since 2019 and has been Chairman of the Board since March 2024. He has also been a member of the Board of Directors of Aliaxis SA, a manufacturer of plastic piping systems for buildings, infrastructure, and industry since 2020, and Chairman of the Board since 2022, and a member of the Board of Directors of Stahl, a leading provider of specialty coatings and treatments for flexible substrates, since May 2024, and Etex NV, a manufacturer of building materials, since 2021. Mr. Vanlancker received his MSc Chemical Engineering from the University of Ghent, Belgium.
Michael M. Morrow, Non-Executive Chair of Cabot’s Board of Directors, said, “We are very pleased to welcome Thierry to our Board. Having held various management positions in the chemical sector for more than 30 years, Thierry brings with him extensive global and industrial experience. He possesses in-depth knowledge of strategy, product development, sales, and marketing with specific know-how in chemicals markets and distribution. His strong expertise in the management of international companies, management of differentiated channels to market and in-depth experience with sustainability strategy will further enhance the Board’s depth of expertise and capabilities that are necessary to oversee the Company’s Creating for Tomorrow strategy.”
“I am honored to join the Cabot Board of Directors. Cabot has innovative technologies and many exciting opportunities for growth. I look forward to helping Cabot capitalize on those opportunities and further advance their strategy and objectives in the years to come,” said Mr. Vanlancker.
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 reinforcing carbons, specialty carbons, battery materials, engineered elastomer composites, inkjet colorants, masterbatches and conductive compounds, fumed metal oxides and aerogel. For more information on Cabot, please visit the company’s website at cabotcorp.com. The Company encourages investors and potential investors to consult the Cabot website regularly.
Forward-Looking Statements – This release contains forward-looking statements. All statements that address expectations or projections about the future, including with respect to the Company’s strategy and opportunities for growth, are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, potentially inaccurate assumptions, and other factors, some of which are beyond our control and difficult to predict. If known or unknown risks materialize, or should underlying assumptions prove inaccurate, our actual results could differ materially from past results and from those expressed or implied by forward-looking statements. Important factors that could cause our results to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, industry capacity utilization and competition from other specialty chemical companies; safety, health and environmental requirements and related constraints imposed on our business; regulatory and financial risks related to climate change developments; volatility in the price and availability of energy and raw materials, including with respect to the Russian invasion of Ukraine and the U.S.-China trade relationship; a significant adverse change in a customer relationship or the failure of a customer to perform its obligations under agreements with us; failure to achieve growth expectations from new products, applications and technology developments; failure to realize benefits from acquisitions, alliances, or joint ventures or achieve our portfolio management objectives; unanticipated delays in, or increased cost of site development projects; negative or uncertain worldwide or regional economic conditions and market opportunities, including from trade relations, global health matters or geo-political conflicts; litigation or legal proceedings; interest rates, tax rates, currency exchange controls and fluctuations in foreign currency rates such as the recent currency movements in Argentina; and the accuracy of the assumptions we used in establishing reserves for our share of liability for respirator claims. These factors are discussed more fully in the reports we file with the Securities and Exchange Commission (“SEC”), particularly under the heading “Risk Factors” in our annual report on Form 10-K for our fiscal year ended September 30, 2023, which are filed with the SEC at www.sec.gov. We assume no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.