UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission File Number:
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
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.
Resignation and Nomination of Directors
On April 5, 2023, Timothy Walsh notified Ecovyst Inc. (the “Company”) that he would be resigning from the Board of Directors (the “Board”) effective as of immediately prior to the commencement of the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) and that he will not stand for re-election to the Board at the 2023 Annual Meeting. Mr. Walsh, the managing director of CCMP Capital Advisors, has served on our Board since 2014. The resignation of Mr. Walsh and his decision to not stand for re-election to the Board was not as a result of or caused by any disagreement with the Company.
The Board has nominated Kevin M. Fogarty, currently a Class I Director, for election at the Company’s 2023 Annual Meeting as a Class III Director. On April 5, 2023, Mr. Fogarty submitted a conditional resignation as a Class I Director effective as of immediately prior to the 2023 Annual Meeting. The resignation and nomination of Mr. Fogarty was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible.
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.
| Ecovyst Inc. | ||||||
| Date: April 11, 2023 | By: | /s/ Joseph S. Koscinski | ||||
| Name: | Joseph S. Koscinski | |||||
| Title: | Vice President, Chief Administrative Officer, General Counsel and Secretary | |||||