8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 4, 2012 (October 1, 2012)

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CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

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New Jersey	1-550	04-1923360
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

550 South Caldwell Street, Charlotte, North Carolina 28202

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (980) 636-5000

250 East Fifth Street, Cincinnati, Ohio 45202

(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))

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c), (d), (e)      Pursuant to a transition agreement described below, effective as of October 8, 2012, Fernando Aguirre resigned as the President, Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of Chiquita Brands International, Inc. (the “Company”).  Effective as of October 8, 2012, the Board appointed Kerrii B. Anderson as Non-Executive Chairwoman of the Board, replacing Mr. Aguirre.

On September 30, 2012, upon the recommendation of a committee of the Board formed for the purpose of overseeing the process of selecting a new Chief Executive Officer, the Board appointed Edward F. Lonergan as the Company’s new Chief Executive Officer and as a member of the Board, in each case effective October 8, 2012.  Mr. Lonergan, age 52, most recently served as President and Chief Executive Officer of Diversey, Inc., a leading global provider of sustainable cleaning, sanitation and hygiene solutions from February 2006 to October 2011.  During that time, Mr. Lonergan also served as President and Chief Executive Officer and as a director of Diversey Holdings, Inc.  At Diversey, Mr. Lonergan led the strategic and financial turnaround of the company, significantly improving efficiency, market competitiveness and shareholder value, and established Diversey as a global leader in sustainability.

Employment Agreement with Mr. Lonergan

On October 1, 2012, the Company entered into an employment agreement with Mr. Lonergan (the “Employment Agreement”).  The Employment Agreement provides for an initial two year term commencing on October 8, 2012, which will automatically be renewed for an additional year unless either party delivers a notice of non-renewal at least ninety days prior to the expiration of the initial two year term.

Under the Employment Agreement, Mr. Lonergan will receive an annual base salary of $900,000 and will have a target annual bonus of 100% of his annual base salary.  He will also be entitled to a pro-rata guaranteed bonus at target for the portion of 2012 during which he is employed and will be eligible for pro-rata bonus for the final year of the employment term, based on actual Company performance for that year.  Mr. Lonergan will receive a restricted stock unit grant with respect to 231,065 Company shares, which will vest as to 50%  of the grant on each of October 8, 2013 and 2014.  Mr. Lonergan will also receive an option grant with respect to 1,440,062 shares, which will vest as to 50%  of the grant on each of October 8, 2013 and 2014.  The per-share exercise price for the option grant will be the market value of the Company’s shares on October 8, 2012 and the option will have a maximum term of five years.  The Company will also consider an additional equity grant upon the automatic renewal of the term.  Mr. Lonergan has generally agreed to retain Company shares acquired under these equity awards until October 8, 2014.

The Company will pay for or reimburse Mr. Lonergan for expenses incurred in his relocation to the Charlotte area and Mr. Lonergan will be entitled to participate in the Company’s retirement, welfare and perquisite plans, including a fully vested $50,000 annual contribution to the Company’s Capital Accumulation Plan and a $10,000 annual financial planning allowance.  The Company will also pay Mr. Lonergan’s legal fees incurred in the negotiation of the Employment Agreement, up to a maximum of $50,000.

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The Employment Agreement provides that upon a termination of Mr. Lonergan’s employment by the Company without cause or by Mr. Lonergan for good reason (as defined in the Employment Agreement), Mr. Lonergan will be entitled to payment of his base salary and target bonus for the remainder of the agreement’s term and full vesting of all of his equity awards, with a one year period following the termination to exercise options, except that if such termination is after a change in control of the Company (as defined in the agreement), he will have the full remaining term of the options in which to exercise.  Mr. Lonergan will not be entitled to any gross-up with respect to golden parachute excise taxes that may be incurred in connection with payments under the agreement.

The Employment Agreement also contains customary confidentiality and non-competition provisions.

Transition Agreement with Mr. Aguirre

On October 4, 2012, the Company entered into a transition agreement (the “Transition Agreement”) with Mr. Aguirre.  Under the Transition Agreement, Mr. Aguirre will continue to serve as President and Chief Executive Officer of the Company and as Chairman of the Board until October 8, 2012.  For twelve months following such date, Mr. Aguirre will serve as a special advisor, providing support on litigation and strategic matters and will receive a monthly consulting fee during such period of $40,000 and will remain eligible to continue to vest in previously granted restricted stock unit awards with respect to 134,221 Company shares.  In connection with the termination of his employment, Mr. Aguirre shall receive severance payments of $4,738,000, generally payable in equal monthly installments over the twenty-four month period following his termination of employment and will remain eligible for a pro-rata bonus in respect of 2012.  Mr. Aguirre will also receive continued medical coverage following his termination of his employment under the terms of his existing employment agreement with the Company.  The Company will also pay Mr. Aguirre's legal fees incurred in the negotiation of the Transition Agreement, up to a maximum of $50,000.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit No.	Description
Exhibit 99.1	Press Release issued by Chiquita Brands International, Inc., dated as of October 2, 2012.

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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: October 4, 2012
	CHIQUITA BRANDS INTERNATIONAL, INC.
	By:	/s/ James Thompson
		James E. Thompson
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release issued by Chiquita Brands International, Inc., dated as of October 2, 2012.

EX-99.1

News Release

Contacts:

Steve Himes, 980-636-5636, shimes@chiquita.com, (Investors & Analysts)

Tiffany Breaux, 980-636-5029, TBreaux@chiquita.com, (Media)

CHIQUITA APPOINTS EDWARD F. LONERGAN PRESIDENT

AND CHIEF EXECUTIVE OFFICER

CHARLOTTE, October 2, 2012 – Chiquita Brands International, Inc. (NYSE: CQB) today announced that Edward F. Lonergan has been appointed President and Chief Executive Officer, effective October 8, 2012.  Mr. Lonergan succeeds Fernando Aguirre, who previously announced his plan to step down as Chairman, President and CEO of Chiquita.  Mr. Lonergan has also been appointed to the Company’s Board of Directors.  Kerrii B. Anderson has been named non-executive Chairwoman of the Board of Directors, also effective October 8, 2012.

Mr. Lonergan most recently served as President and Chief Executive Officer of Diversey, Inc., a leading global provider of sustainable cleaning, sanitation and hygiene solutions.  At Diversey, Mr. Lonergan led the strategic and financial turnaround of the company, significantly improving efficiency, market competitiveness and shareholder value, and established Diversey as a global leader in sustainability.

“We are extremely pleased to announce that, after a thorough search process, the Board has chosen Ed Lonergan as its next President and Chief Executive Officer,” said Kerrii B. Anderson, Chiquita’s Chairwoman.  “Ed brings more than 30 years of leadership experience across many industries, and is widely recognized as an outstanding business leader with an impressive track record of success.  Ed’s leadership and operational expertise ideally suit him to lead Chiquita in its next phase of growth.  I look forward to working closely with Ed as we continue to execute our strategic priorities and create stockholder value.”

Mr. Lonergan said, “I am honored and excited to have the opportunity to lead Chiquita, a Company with strong equity and high-quality products.  Chiquita has a solid foundation on which to build, and an excellent team in place that is well equipped to take the necessary steps to drive change and enhance operations.  I am committed to working closely with the Board, management team and talented employees

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to continue the Company’s financial and strategic turnaround aimed at refocusing and re-energizing the core business and driving down costs.  We believe this strategy will allow Chiquita to enhance its competitive position and further align its operations and investments to increase profitability, improve cash flow, reduce debt and drive long-term shareholder value.”

Ms. Anderson concluded, “On behalf of the Board, I want to thank Fernando for his commitment to ensuring a smooth transition as well as for his dedication and contributions over almost nine years of service to Chiquita. We wish him all the best in his future endeavors.”  As previously disclosed, Mr. Aguirre has agreed to make himself available for a one year period as a consultant to assist in the transition.

About Edward F. Lonergan

Prior to Diversey, Inc., Mr. Lonergan served as the President of the European region for The Gillette Company from May 2002 to December 2005.  There, Mr. Lonergan was accountable for more than $3.8 billion in sales revenue.  He and his team led strong improvements in brand equity and strategic customer growth while significantly enhancing the operational efficiency and profitability of the European region.  Prior to joining The Gillette Company, Mr. Lonergan spent 21 years with The Procter & Gamble Company, where he held a variety of leadership positions both domestically and internationally, including general management roles in customer business development and in developing markets.  Mr. Lonergan graduated from Union College in New York in 1981 with a BA in political science and is married with two adult children.

Employment Agreement

In connection with his appointment, Chiquita has entered into an employment agreement with Mr. Lonergan which provides, among other things, for an inducement grant of equity compensation.  This grant, which is not being made from Chiquita's shareholder approved equity compensation plan, consists of an option grant to purchase up to 1,440,062 shares of Chiquita's common stock, at an exercise price to be determined in accordance with the employment agreement, which becomes exercisable as to 50% of such shares on each of the first two anniversaries of Mr. Lonergan's start date, subject to his continued employment.  The option has a maximum term of five years.  The inducement grant also included an award of 231,065 restricted stock units, which entitle Mr. Lonergan to receive Chiquita shares upon vesting.  The restricted stock unit award also vests as to 50% of such shares on each of the first two anniversaries of Mr. Lonergan's start date.

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The inducement grant awards will also become fully vested on a termination of Mr. Lonergan's employment by Chiquita without cause or by Mr. Lonergan following certain adverse changes to his terms and conditions of employment, as set forth in the employment agreement.  Mr. Lonergan has agreed not to transfer the shares subject to the inducement award prior to the second anniversary of his start date.

Chiquita's Compensation Committee and the independent members of the Board of Directors approved the employment inducement award in reliance on an employment inducement exception to NYSE shareholder approval governance rules. To comply with the terms of this exemption, the inducement grant requires an immediate public announcement of the award and provision of written notice of the award to the NYSE.

The foregoing description is qualified in its entirety by reference to Mr. Lonergan's employment agreement, a copy of which will be filed shortly as an exhibit to Chiquita's SEC filings.

ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.

Chiquita Brands International, Inc. (NYSE: CQB) is a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products – from energy-rich bananas, blends of convenient green salads, other fruits to healthy snacking products.  The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks.  With annual revenues of more than $3 billion, Chiquita employs more than 21,000 people and has operations in nearly 70 countries worldwide.  For more information, please visit our corporate web site at www.chiquita.com.

FORWARD-LOOKING STATEMENTS

This press release contains certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita, including: the customary risks experienced by global food companies, such as prices for fuel and other commodity inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting the company or the industry, labor relations, taxes, political instability and terrorism; challenges in implementing the relocation of the Company’s corporate headquarters, and other North American corporate functions, to Charlotte, North Carolina; challenges in implementing restructuring and leadership changes highlighted in Chiquita’s second quarter press release; unusual weather events, conditions or crop risks; our continued ability to access the capital and credit markets on commercially reasonable terms and comply with the terms of our agreements; and the outcome of pending litigation and governmental investigations involving the company, as well as the legal fees and other costs incurred in connection with these items. Any forward-looking statements made in this press release speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and the company undertakes no obligation to update any such statements. Additional information on factors that could influence Chiquita’s financial results is included in its SEC filings,

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including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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