8-K


 
 
 
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
 
March 1, 2016
Date of Report (Date of Earliest Event Reported)
 
The Chemours Company
(Exact Name of Registrant as Specified in Its Charter)
 

 
 
 
 
 
 
Delaware
 
001-36794
 
46-4845564
(State or Other Jurisdiction
 
(Commission
 
(I.R.S. Employer
Of Incorporation)
 
File Number)
 
Identification No.)
 
1007 Market Street
Wilmington, Delaware 19899
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (302) 773-1000
 
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1, 2016, equity awards were granted to our named executive officers in the form of non-qualified stock options and performance share units. The equity awards were granted pursuant to The Chemours Company Equity and Incentive Plan attached as Exhibit 4.1 to the Form S-8 (File No. 333-205391) that we filed with the U.S. Securities and Exchange Commission (“SEC”) on July 1, 2015.

The terms and conditions of the stock options are contained in the Form of Option Award Terms attached as Exhibit 10.21 to the Form 10-Q that we filed with the SEC on August 6, 2015. The stock options vest ratably in three equal installments, one-third on each of the first three anniversaries of the date of grant, and feature a ten-year term.

The following table shows a summary of the terms of the stock options that were granted to the named executive officers:


Name
 
Position
 
Grant Date
 
Options
 
Exercise Price
Mark P. Vergnano
 
President and Chief Executive Officer
 
March 1, 2016
 
543,944

 
$5.40
Mark E. Newman

 
Senior Vice President and
Chief Financial Officer
 
March 1, 2016
 
166,089

 
$5.40
E. Bryan Snell
 
President—Titanium Technologies
 
March 1, 2016
 
110,726

 
$5.40
Elizabeth Albright

 
Senior Vice President—Human Resources
 
March 1, 2016
 
69,204

 
$5.40
Thierry F.J. Vanlancker
 
President—Fluoroproducts
 
March 1, 2016
 
48,523

 
$5.40

The terms and conditions of the performance share units are contained in the Form of Performance Share Unit Award Terms attached as Exhibit 10.26 to the Form 10-K that we filed with the SEC on February 25, 2016. The performance share units vest only if performance goals pertaining to Adjusted EBITDA and Pre-Tax Return on Invested Capital are satisfied as of the end of a three-year performance period beginning January 1, 2016 and ending December 31, 2018. The extent to which each performance share unit award vests is subject to further modification based on the application of a Relative Total Shareholder Return measure at the conclusion of the three-year performance period.

The following table shows a summary of the terms of the performance share units that were granted to the named executive officers:


Name
 
Position
 
Grant Date
 
Units
Mark P. Vergnano
 
President and Chief Executive Officer
 
March 1, 2016
 
310,672

Mark E. Newman

 
Senior Vice President and
Chief Financial Officer
 
March 1, 2016
 
94,862

E. Bryan Snell
 
President—Titanium Technologies
 
March 1, 2016
 
63,242

Elizabeth Albright

 
Senior Vice President—Human Resources
 
March 1, 2016
 
39,526

Thierry F.J. Vanlancker
 
President—Fluoroproducts
 
March 1, 2016
 
27,715


The number of performance share units disclosed above assumes target level performance.









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.
 
 
 
 
THE CHEMOURS COMPANY
 
 
By:
 
/s/ Mark E. Newman
 
 
Mark E. Newman
 
 
Senior Vice President and
Chief Financial Officer
 
 
 
Date:
 
March 7, 2016