8-K/A

Date: April 29, 2020

PQ Group Holdings Inc.

/s/ Joseph S. Koscinski

Vice President, Secretary and General Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 29, 2020

PQ Group Holdings Inc.

Commission File Number: 001-38221


Delaware		81-3406833
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

300 Lindenwood Drive Malvern, Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)

(610) 651-4400

(Registrant’s telephone number, including area code)

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

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

PQG

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. ☐

Explanatory Note

This Current Report on Form 8-K/A is being filed as an amendment (this “Amendment No. 1”) to the Current Report on Form 8-K filed by PQ Group Holdings Inc. (the “Company”) with the Securities and Exchange Commission on March 5, 2020 (the “Original Report”). This Amendment No. 1 is being filed to update the effective date of Kimberly Ross’s resignation from the Company’s Board of Directors. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the disclosure contained in the Original Report.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on February 29, 2020, Kimberly Ross notified the Company that she would resign from the Company’s Board of Directors effective as of the close of business on April 30, 2020 as a result of her accepting the position as Chief Financial Officer of WeWork, a space-as-a-service platform. Ms. Ross and the Company’s Board of Directors have jointly decided to extend the effective date of Ms. Ross’s resignation to May 31, 2020.

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.