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
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Date of Report (Date of earliest event reported): September 26, 2023 |
ACCO BRANDS Corp
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-08454 | 36-2704017 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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Four Corporate Drive | |
Lake Zurich, Illinois | | 60047 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (847) 541-9500 |
(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
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Common Stock, par value $0.01 per share | | ACCO | | 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. ☐
Section 5 - Corporate Governance and Managment
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensation of Thomas W. Tedford as President and Chief Executive Officer, effective October 1, 2023
On September 26, 2023, the Board of Directors (the “Board”) of ACCO Brands Corporation (the “Company”), following the determination by and upon the recommendation of the Compensation and Human Capital Committee of the Board (the “Compensation Committee”), approved the compensation for Mr. Thomas W. Tedford in his capacity as President and Chief Executive Officer of the Company. Effective October 1, 2023, Mr. Tedford will receive an annual salary of $850,000, together with a target annual incentive plan (“AIP”) opportunity of 120% of base salary which will be prorated with respect to 2023. Mr. Tedford will continue to participate in the Company’s Executive Severance Plan (“ESP”) with the following payments and benefits:
•Involuntary Termination: 24 months of base salary and two years of target bonus
•Change-of-Control Termination: 2.99 times base salary plus 2.99 times target bonus for the year of separation
Additionally, Mr. Tedford will receive a Long-Term Incentive Plan Award (“LTIP”) with a grant value of $900,000 consisting of 67% Performance Stock Units (“PSUs”) and 33% Restricted Stock Units (“RSUs”).
Except as noted herein, the terms and conditions of Mr. Tedford’s AIP and LTIP awards are substantially the same as those established for all other executive officers in March of 2023, and his participation in the ESP is subject to the terms and conditions of the ESP previously disclosed by the Company in its proxy statement for the 2023 annual meeting of stockholders.
Compensation of Boris Elisman as Executive Chairman, effective October 1, 2023
On September 26, 2023, following the determination by and upon the recommendation of the Compensation Committee, the Board approved the compensation for Mr. Boris Elisman in his capacity as Executive Chairman of the Company. Effective October 1, 2023, Mr. Elisman will receive an annual salary of $750,000, together with a target AIP opportunity of 100% of base salary which will be prorated with respect to the 2023. Also effective October 1, 2023, Mr. Elisman will no longer be entitled to benefits under the Company’s ESP.
Section 9 - Financial Statements and Exhibits.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
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.
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| | | ACCO Brands Corporation |
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Date: | September 29, 2023 | By: | /s/ Pamela R. Schneider |
| | | Pamela R. Schneider, Senior Vice President, General Counsel and Corporate Secretary |
