Form 8-K Atkore International For: May 08
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
Date of Report (Date of earliest event reported): May 8, 2018 (May 6, 2018)
Atkore International Group Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Delaware | 001-37793 | 90-0631463 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
16100 South Lathrop Avenue Harvey, Illinois | 60426 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(708) 339-1610
Not Applicable
(Former name or former address, if changed since last report)
(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))
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 Officer; Compensatory Arrangements of Certain Officers.
On May 8, 2018, as part of the succession planning process of Atkore International Group Inc. (the “Company”), the Company’s Board of Directors (the “Board”) announced that John P. Williamson, the Company’s President and Chief Executive Officer (“CEO”), will retire as of September 30, 2018, the end of the current fiscal year. In addition, the Board announced the promotion of William Waltz to the position of President and Chief Operating Officer (“COO”), effective May 8, 2018, with the expectation that Mr. Waltz will succeed Mr. Williamson as CEO, effective October 1, 2018. Mr. Williamson will work closely with Mr. Waltz through the balance of the fiscal year to transition responsibilities to Mr. Waltz.
Mr. Waltz has served as the Company’s Vice President and Group President of Electrical Raceway since September 2017 and will continue to serve in that role while assuming the new role of COO. Prior to that, he served as Vice President and President of Conduit & Fittings since September 2015, after joining Atkore as President, Plastic Pipe and Conduit business unit in 2013. From 2009 until joining Atkore in 2013, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc., North America’s largest glass recycling company.
In connection with Mr. Williamson’s departure, Mr. Williamson entered into a Retirement Agreement with the Company on May 6, 2018 (the “Retirement Agreement”), under which the Board approved, as an exception, early eligibility for “Rule of 67” retirement treatment for Mr. Williamson’s equity awards, granting him thirty-six (36) months, starting on October 1, 2018, of continued vesting and exercisability, subject to the terms of the applicable incentive plan and award agreements. Under the Rule of 67, retirement is deemed to occur on a voluntary termination after an individual’s age plus years of service equal or exceed 67. In consideration for this treatment, Mr. Williamson has agreed, among other matters covered in the Retirement Agreement, to extend the term of the various restrictive covenants (i.e., non-disparagement, non-solicitation and non-competition) through the entire 36-month continued vesting and exercisability period, regardless of whether he actually holds equity interests during that entire period. In addition, the Retirement Agreement contains a release of claims against the Company by Mr. Williamson.
In connection with Mr. Waltz’s promotion to the position of COO, Mr. Waltz entered into a Letter Agreement with the Company on May 6, 2018, setting forth certain terms of his compensation as COO (the “Letter Agreement”). Under the Letter Agreement, his base salary will increase to $550,000 for the balance of the 2018 fiscal year, and his bonus eligible target under the Annual Incentive Plan (AIP) will be increased for the balance of the 2018 fiscal year to 80% of base salary and will be measured using applicable corporate performance factors. Except for such changes to his salary and bonus targets, Mr. Waltz will continue to participate in the Company’s compensation and benefits programs on the same terms as he did prior to his promotion. The portion of his compensation under the AIP from October 1, 2017 through May 7, 2018 will continue to be measured based on those factors tied to his position of Group President, Electrical Raceway.
Mr. Waltz’ compensation as CEO has not been finally determined as of the date of this filing, and such terms will be disclosed at the time his compensation is finalized.
There are no arrangements or understandings between Mr. Waltz and any other persons pursuant to which he was selected as the Company’s COO. Mr. Waltz has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On May 8, 2018, the Company issued a press release regarding the foregoing matters. The Company’s press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), or otherwise subject to the limitations of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act, except as shall be expressly set forth by specific reference in such a filing by the Company with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description of Exhibit | |
99.1 | ||
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.
ATKORE INTERNATIONAL GROUP INC. | ||
Date: May 8, 2018 | By: | /s/ Daniel S. Kelly |
Daniel S. Kelly | ||
Vice President, General Counsel and Secretary | ||
Atkore International Group Inc. Announces Retirement of CEO John Williamson; William Waltz Named Chief Operating Officer and Successor to Williamson
HARVEY, IL - May 8, 2018 (BUSINESS WIRE) - Atkore International Group Inc. (“Atkore”) (NYSE: ATKR) announced today that John Williamson, President and Chief Executive Officer, will retire at the end of Atkore’s fiscal year on September 30, 2018. The Atkore Board of Directors approved his retirement and a leadership succession plan under which, effective immediately, William (“Bill”) Waltz is appointed Atkore President and Chief Operating Officer, reporting to Mr. Williamson. Mr. Waltz will succeed Mr. Williamson as Atkore President and Chief Executive Officer upon his retirement. Mr. Waltz is expected to be appointed to the board at the time of succession.
“After leading Atkore for more than seven years, my retirement certainly comes with mixed emotions. I am extremely proud of and attached to the Atkore business and team, but also believe this is the right time to transition the leadership of the business, and I am looking forward to moving on to the next stage of my life,” commented John Williamson. “Atkore has built a strong foundation for continued success based on a disciplined business system, core values and customer-focused mission. Bill is an excellent executive who has been one of the main contributors and supporter to these fundamentals. I look forward to working closely with him through this transition, and with the support of our leadership team and our Board, I am confident that Bill is well-prepared to execute on our strategic priorities and create significant value for our shareholders.”
Philip Knisely, Chairman of the Atkore Board of Directors, said, “This announced transition comes at a time of strong performance for Atkore, driven by our excellent management team and the culture of the Atkore Business System. The selection of Bill Waltz to succeed John Williamson next fiscal year reflects the culmination of our succession process, which always evaluates internal and external candidates. Bill Waltz not only has worked closely with John over the last five years, but also has made significant contributions to our Electrical Raceway business, most notably in developing a strong team, driving pricing initiatives, and enhancing our go-to-market strategies. The Board believes that Bill is the ideal candidate with the knowledge and experience to continue building upon Atkore’s successes, driving our growth strategies and strengthening our portfolio of businesses.”
Mr. Knisely added, “I want to congratulate John on his retirement and thank him for all he has done for Atkore. Under the last seven years of his leadership, Atkore has expanded margins, as well as developed a strong team, culture and the Atkore Business System. John has led the strengthening of Atkore’s product offering, improved service levels to our customers and provided a solid foundation for the next evolution of Atkore’s growth. Most importantly, John has developed a strong team of future leaders steeped in the Atkore Business System who are capable of assisting Bill as we continue our focus on profitable growth and a broader product offering for our customers.”
Most recently, Bill Waltz served as the Company’s Vice President and Group President-Electrical Raceway, a position he continues to hold during this transition. Mr. Waltz was promoted to this position in September 2017 with responsibility for overall management of the Atkore Electrical Raceway reporting segment. Previously, Mr. Waltz was the President of the Conduit and Fittings business unit, a position he held since September 2015, after joining Atkore as President-Plastic Pipe and Conduit in 2013. From 2009 until joining Atkore in 2013, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc., North America’s largest glass recycling company. Prior to that, he spent 15 years in various divisions of Pentair plc, including President-Pentair Flow Technologies. Mr. Waltz began his career at General Electric Company and as a Deloitte Management Consultant. Bill earned a Masters of Business Administration from Northwestern University, Kellogg Graduate School of Management, a Masters of Science in Computer Science from Villanova University, a Bachelor of Science in Industrial Engineering from Pennsylvania State University, and is a graduate of General Electric’s Information Systems Management Program.
Mr. Waltz commented, “I am honored and excited to succeed John as Atkore’s next President and Chief Executive Officer. We have a strong culture, a dedicated and capable team, and a best in class business system. Atkore has a bright future, and I look forward to building upon the solid foundation created by John to continue driving value for our customers, employees and shareholders. I want to thank John for bringing me onboard, and for his mentorship over the last five years. I look forward to working with him and the board of directors as I fully immerse in my new role over the coming months” said Mr. Waltz.
About Atkore International Group Inc.
Atkore International Group Inc. is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions for the construction and industrial markets. The Company manufactures a broad range of end-to-end integrated products and solutions that are critical to its customers' businesses and employs approximately 3,500 people at 58 manufacturing and distribution facilities worldwide. The Company is headquartered in Harvey, Illinois.