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): December 2, 2021
INNOSPEC INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-13879
Delaware | 98-0181725 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
8310 South Valley Highway Suite 350
Englewood, Colorado, 80112
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code): (303)792-5554
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | IOSP | NASDAQ |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 2, 2021, the Board of Directors of Innospec Inc. (the “Company”) (i) increased the number of directors of the Company from seven (7) to eight (8) and (ii) effective as of January 1, 2022, appointed Mr. Leslie J. Parrette to serve as a Class II director of the Company until the 2022 annual meeting of stockholders of the Company. Mr. Parrette was also appointed to serve on the Company’s Nominating and Corporate Governance Committee.
Mr. Parrette will participate in the standard compensation plan for non-employee directors which includes a cash retainer of $90,000 on an annualized basis, paid quarterly, beginning January 1, 2022. Mr. Parrette will also be eligible to receive an annual grant of stock options and full value awards under the Innospec Inc. 2018 Omnibus Long-Term Incentive Plan with an expected grant date value of $90,000 (with two-thirds of such awards to be granted as full-value awards at zero cost and one-third to be granted as stock options with a fair market value exercise price set at the date of grant). The options typically vest three years after the date of grant and will have a ten-year term. The full-value awards typically vest three years after the date of grant. As a non-employee director, he may also receive an additional daily fee of $2,000 for additional days provided at the specific request of the CEO.
There is no arrangement or understanding pursuant to which Mr. Parrette was selected as a director, and neither Mr. Parrette nor any member of his immediate family has had (or proposes to have) a direct or indirect interest in any transaction in which the Company or any of its subsidiaries was (or proposes to be) a participant, that would be required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release containing the announcement of Mr. Parrette’s appointment is attached as Exhibit 99.1
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
Number | Description | Method of Filing | ||
99.1 | Press Release dated December 6, 2021. | Filed Herewith | ||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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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.
INNOSPEC INC. | ||||||
Date: December 6, 2021 | By: | /s/ David B. Jones | ||||
David B. Jones | ||||||
Vice President, General Counsel and CCO |
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