UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 May 28, 2020, the Board of Directors of PQ Group Holdings Inc. (the “Company”) elected Susan F. Ward as a member of the Company’s Board of Directors and Chair of its Audit Committee, effective June 1, 2020. Ms. Ward will fill the vacancy created by the previously announced resignation of Kimberly Ross as a member of the Company’s Board of Directors. Ms. Ward will serve as a Class II director, which class will stand for re-election at the Company’s 2022 annual meeting of stockholders.
A respected accounting professional, Ms. Ward spent 27 years serving in a variety of roles at United Parcel Service, Inc., most recently as its Chief Accounting Officer from 2015 until her retirement in 2019. Prior to her tenure at UPS, Mr. Ward spent 10 years at Ernst & Young in Assurance Services. She was elected to serve as a member of the Company’s Board of Directors as a result of her years of experience as a senior financial executive of a multi-national business, as well as her public accounting experience.
In connection with her service on the Board of Directors, Ms. Ward will receive compensation pursuant to the Company’s non-employee director compensation policy as set forth in the Company’s 2020 proxy statement filed with the Securities and Exchange Commission on March 26, 2020, including receiving a pro-rata equity grant. In addition, Ms. Ward and the Company will enter into an indemnification agreement on the same terms as the Company has previously entered into with its other directors, a form of which has been previously filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
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: June 1, 2020 |
PQ Group Holdings Inc. | |||||
| By: |
/s/ Joseph S. Koscinski | |||||
| Vice President, Secretary and General Counsel | ||||||