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
Date of report (Date of earliest event reported): January 23, 2025 (
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Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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 CERTAN OFFICERS. |
(d) The Board of Directors (the “Board”) of Phibro Animal Health Corporation (the “Corporation”) appointed Joyce J. Lee as a Class II director of the Corporation, effective January 21, 2025. Ms. Lee is expected to stand for election by the stockholders of the Corporation at the 2027 Annual Meeting of Stockholders of the Corporation. The Board determined that Ms. Lee is an independent director.
Ms. Lee will receive the same compensation as other non-employee directors receive for their service on the Board and committees of the Board, if any. Ms. Lee and the Corporation have entered into the Corporation’s standard director indemnification agreement, which requires the Corporation to indemnify Ms. Lee to the fullest extent permitted under Delaware law against liabilities that may arise by reason of her service on the Board and to advance expenses incurred as a result of any proceeding against her for which she could be indemnified.
A copy of the press release announcing the appointment of Ms. Lee is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated January 23, 2025. | |
| 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 thereunto duly authorized.
| PHIBRO ANIMAL HEALTH CORPORATION | ||
| Registrant | ||
| Date: January 23, 2025 | ||
| By: | /s/ Judith Weinstein | |
| Name: | Judith Weinstein | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |