UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 12, 2024
CABOT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 1-5667 | 04-2271897 | |
(Commission File Number) | (IRS Employer Identification No.) |
TWO SEAPORT LANE, SUITE 1400, BOSTON, MASSACHUSETTS | 02210-2019 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(617) 345-0100
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $1 par value per share | CBT | The New York Stock Exchange |
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 12, 2024, the Board of Directors (the “Board”) of Cabot Corporation (“Cabot”), based on a recommendation of the Board’s Governance and Nominating Committee, elected Thierry Vanlancker, as a director of Cabot and appointed Mr. Vanlancker to the Board’s Audit Committee, both effective July 12, 2024. Mr. Vanlancker will serve as a director in the class whose term expires at the Annual Meeting of Stockholders in 2025.
There is no arrangement or understanding between Mr. Vanlancker and any other person pursuant to which he was selected to become a member of the Board, nor are there any transactions between Mr. Vanlancker and Cabot or any subsidiary of Cabot that are reportable under Item 404(a) of Regulation S-K.
Mr. Vanlancker will receive compensation for his service as a non-employee director as described under the heading “Director Compensation” in Cabot’s Proxy Statement for the 2024 Annual Meeting of Stockholders, which description is incorporated herein by reference. As part of such compensation, on July 12, 2024, Mr. Vanlancker received shares of Cabot common stock, par value $1.00 per share, having a value as close as possible to $77,500 on such date, which amount was calculated by prorating Cabot’s annual stock grant for non-employee directors of $155,000.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release announcing Mr. Vanlancker’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
| 99.1 | Press Release issued by Cabot Corporation on July 12, 2024 | |
| 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 hereunto duly authorized.
| CABOT CORPORATION | ||
| By: | /s/ Sean D. Keohane | |
| Name: | Sean D. Keohane | |
| Title: | President and Chief Executive Officer | |
Date: July 12, 2024