Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On August 28, 2013, Mr. Alejandro Daniel Wolff was appointed to the Board of Directors (the “Board”) of Rockwood Holdings, Inc. (the “Company”), effective immediately. The Board of Directors has determined that Mr. Wolff is an independent director within the meaning of the New York Stock Exchange listing standards and Mr. Wolff will serve on the Compensation Committee and the Corporate Governance and Nominating Committee of the Board of Directors. The Company expects Mr. Wolff to stand for election at the annual meeting of shareholders in May 2014.
Mr. Wolff’s compensation for his services as a director will be consistent with that of the Company’s other non-employee directors, except that his compensation will be prorated. Accordingly, he will receive the pro rata portion of the annual board member retainer for service on the Board in 2013, and pro-rated committee fees. Mr. Wolff will also receive the pro rata portion of the Company’s annual board member equity award of Company stock.
Other than the standard compensation arrangements described above, there is no arrangement or understanding between Mr. Wolff and any other person pursuant to which Mr. Wolff was elected as director of the Company.
The Company is not aware of any relationships or transactions in which Mr. Wolff has or will have an interest, or was or is a party, requiring disclosure under Item 404(a) of Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 28, 2013, the Board adopted resolutions amending and restating the bylaws of the Company (the “By-laws”) effective immediately. The amendments to the By-Laws were (i) to implement a majority voting standard for the election of directors in uncontested elections to replace the existing plurality voting standard in uncontested elections and (ii) to add a new exclusive forum provision providing that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (3) any action arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or By-laws, or (4) any action asserting a claim governed by the internal affairs doctrine.
The preceding summary is qualified in its entirety by reference to the Fourth Amended and Restated By-laws of the Company, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
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