UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
As previously disclosed, on May 11, 2021, the Company entered into a Merger Agreement with PMHC II Inc. (the “Merger Agreement”). In connection with the closing of the transactions contemplated under the Merger Agreement, certain executive officers of the Company may become entitled to payments and benefits that could be treated as “excess parachute payments” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended. To mitigate the potential impact of Section 280G on the Company and the executive officers, on December 2, 2021, the Compensation Committee of the Company’s Board of Directors approved payment during 2021 of approximately 95% of the annual cash bonus that it presently expects would otherwise be paid to each of Messrs. Thomas, Schlater and Duesenberg in early 2022 (corresponding to 185% of their respective annual target bonus amounts).
The Company entered into an acknowledgment, the form of which is attached hereto as Exhibit 10.1, with each of Messrs. Thomas, Schlater and Duesenberg, pursuant to which each of them has agreed to repay the accelerated annual cash bonus payment amounts to the extent it is subsequently determined that the ultimate payment amounts earned based on actual performance for the full 2021 fiscal year would have been for lesser amounts.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Title | |
| 10.1 | Form of Acknowledgement Letter Agreement | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language). | |
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 | ||||||
| December 3, 2021 | By: | /s/ Benjamin J. Schlater | ||||
| Name: Benjamin J. Schlater | ||||||
| Title: Group Vice President and Chief Financial Officer | ||||||