UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 15, 2019, David Taylor entered into a transition agreement and general release (the “Transition Agreement”) with PQ Corporation (“PQ”), a wholly owned subsidiary of PQ Group Holdings Inc. (together with PQ, the “Company”), in connection with Mr. Taylor’s previously announced departure from the Company effective on October 31, 2019 (his “resignation date”).
Under the Transition Agreement, Mr. Taylor has agreed to a general release of claims in favor of the Company and other terms and conditions in exchange for certain payments and benefits, including: (a) payment of an amount equal to his base salary of $40,000 per month, less applicable taxes and withholdings, during the 12-month period following his resignation date, (b) eligibility to earn a pro rata amount (10/12ths), based on his employment during 2019, of his target (75%) annual performance bonus, with any bonus based on actual performance and paid at the same time as bonuses are paid to Company employees, and (c) the Company’s continued payment of its share of the premium costs for Mr. Taylor’s continued participation under COBRA in the Company’s medical and dental plans through November 30, 2020 (subject to earlier termination if Mr. Taylor secures other employment). Any outstanding equity awards granted to Mr. Taylor by the Company will remain subject to their existing terms.
The Transition Agreement provides that Mr. Taylor will be subject to certain restrictive covenants in favor of the Company, including noncompetition and nonsolicitation covenants for a period of 24 months following his resignation date, and perpetual covenants relating to non-disparagement and confidentiality, and that Mr. Taylor will be reasonably available to the Company and will provide services as requested by the Company through January 31, 2020.
The foregoing description of the Transition Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Agreement, which is incorporated into this Item 5.02 by reference to Exhibit 10.1 of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Description | |||
| 10.1 |
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| 104 |
The cover page from this Current Report on Form 8-K of PQ Group Holdings Inc., formatted in Inline XBRL and included as Exhibit 101 | |||
SIGNATURE
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.
| Date: November 21, 2019 |
PQ Group Holdings Inc. | |||||
| By: |
/s/ Joseph S. Koscinski | |||||
| Vice President, Secretary and General Counsel | ||||||