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| 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): March 8, 2022
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| Horizon Global Corporation
(Exact Name of Registrant as Specified in Charter) | |
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| Delaware | 001-37427 | 47-3574483 |
_____________________ (State or Other Jurisdiction | _____________ (Commission | ______________ (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
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47912 Halyard Drive, Suite 100, Plymouth, Michigan _____________________ | |
48170 ___________ (Zip Code) |
| (Address of principal executive offices) | |
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| Registrant’s telephone number, including area code: | | (734) 656-3000 _____________ |
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| 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | HZN | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 March 8, 2022, Frederick A. Henderson, a current member of the Board of Directors (the “Board”) of Horizon Global Corporation (the “Company”), with a term expiring at the Company’s 2022 Annual Stockholder Meeting (“2022 Annual Meeting”), notified the Company he will not stand for re-election at the 2022 Annual Meeting.
Mr. Henderson currently serves as Chair on the Board’s Audit Committee, and his service in this role will also end effective as of the 2022 Annual Meeting. Mr. Henderson’s retirement from the Board did not result from a disagreement with the Company.
The Board expressed its thanks to Mr. Henderson for his many significant contributions, including his exemplary leadership of the Audit Committee. The size of the Board will decrease from nine to eight members, effective as of the 2022 Annual Meeting.
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.
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| | | | HORIZON GLOBAL CORPORATION |
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| Date: | | March 14, 2022 | | By: | | /s/ Jay Goldbaum |
| | | | Name: | | Jay Goldbaum |
| | | | Title: | | General Counsel and Corporate Secretary |
