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
July 18, 2019
(Date of Report/Date of earliest event reported)
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
| WISCONSIN | 1-7626 | 39-0561070 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrant’s telephone number, including area code)
N/A
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.10 per share | SXT | New York Stock Exchange, Inc. |
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 18, 2019, the Board of Directors (the “Board”) of Sensient Technologies Corporation (the “Company”) adopted a resolution pursuant to Section 3.2(a) of the Company’s Amended and Restated By-laws increasing the number of directors on the Board from ten to eleven effective as of December 1, 2019.
The Company issued a press release dated July 18, 2019, to announce the appointment of Carol R. Jackson to fill the vacancy that will be created by the increase in the number of directors, for a term beginning on December 1, 2019, and expiring at the Company’s annual meeting of shareholders in 2020. Ms. Jackson is expected to be appointed to serve on the Scientific Advisory Committee of the Board. In consideration of her services as a member of the Board and any Board committees, Ms. Jackson will be compensated in accordance with the Company’s director compensation program as in effect from time to time.
The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
The following exhibit is furnished with this Current Report on Form 8-K:
| Exhibit 99.1 | Sensient Technologies Corporation Press Release dated July 18, 2019. |
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.
| | SENSIENT TECHNOLOGIES CORPORATION (Registrant) | |
| | | |
| | By: | /s/ John J. Manning | |
| | | | |
| | Name: | John J. Manning | |
| | | | |
| | Title: | Vice President, General Counsel and Secretary | |
| | | | |
| | Date: | July 18, 2019 | |
EXHIBIT INDEX
| Exhibit 99.1 | Sensient Technologies Corporation Press Release dated July 18, 2019. |
