0001026743-15-000019.txt : 20150512 0001026743-15-000019.hdr.sgml : 20150512 20150512164543 ACCESSION NUMBER: 0001026743-15-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150512 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150512 DATE AS OF CHANGE: 20150512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Euramax Holdings, Inc. CENTRAL INDEX KEY: 0001026743 STANDARD INDUSTRIAL CLASSIFICATION: SHEET METAL WORK [3444] IRS NUMBER: 582502320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-05978 FILM NUMBER: 15855022 BUSINESS ADDRESS: STREET 1: 303 RESEARCH DRIVE STREET 2: SUITE 400 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7704497066 MAIL ADDRESS: STREET 1: 303 RESEARCH DRIVE STREET 2: SUITE 400 CITY: NORCROSS STATE: GA ZIP: 30092 FORMER COMPANY: FORMER CONFORMED NAME: EURAMAX INTERNATIONAL INC DATE OF NAME CHANGE: 20031105 FORMER COMPANY: FORMER CONFORMED NAME: EURAMAX INTERNATIONAL PLC DATE OF NAME CHANGE: 19961108 8-K 1 a8-kchangeinofficersandele.htm 8-K 8-K Change in Officers and Election of BOD




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: May 12, 2015
Date of earliest event reported: May 7, 2015

EURAMAX HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
333-05978
 
(Commission File Number)
58-2502320
(I.R.S. Employer
Identification Number)
 
 
303 Research Drive, Suite 400
Norcross, GA  30092
 
(Address of principal executive offices, including zip code)
 

Registrant’s telephone number, including area code:                 (770) 449-7066

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 (see General Instruction A.2. below):

[  ] 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.
On May 7, 2015, R. Scott Vansant President, Euramax North America gave notice of resignation effective May 22, 2015.
Euramax Holdings, Inc. (the “Company”) has appointed Tyrone Johnson President, Euramax North America effective May 23, 2015. Mr. Johnson has served as the Vice President and General Manager of the Company's Consumer Products business since joining Euramax, in June of 2014. Prior to joining Euramax, Mr. Johnson served as President of the Americas for Amtico International, Inc., a global flooring manufacturer based in Atlanta, Georgia from 2008 to 2013. Before his time at Amtico International, Mr. Johnson was with Armstrong World Industries for six years where he ultimately served as VP and General Manager of Premium Hardwood Flooring. Mr. Johnson began his career with General Electric Capital Corporation in 1994. He obtained his MBA from DePaul University and his undergraduate degree from Howard University.
In connection with Mr. Johnson’s appointment, Mr. Johnson will enter into an Employment Agreement with the Company containing his new compensation terms.
A copy of the press release dated May 12, 2015, announcing the foregoing management changes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
In lieu of an annual meeting, the Company solicited written consents from stockholders of the Company for purposes of re-electing the Company's directors. In accordance with Delaware law and the stockholders agreement of the Company, stockholders holding the applicable majorities of shares re-elected Trey B. Parker, III, Jake Tomlin, James G. Bradley, Jeffrey A. Brodsky, Timothy J. Bernlohr, and Michael D. Lundin as directors of the Company for a term of one year expiring at the 2015 annual meeting of stockholders. The following table sets forth the results of the vote as of May 12, 2015:
 
Number of Votes
 
For
Withheld
Non-Vote
Timothy J. Bernlohr
140,382.03
55,494.97
James G. Bradley
140,382.03
55,494.97
Jeffrey A. Brodsky
140,382.03
55,494.97
Michael D. Lundin
140,382.03
55,494.97
Trey B. Parker, III
140,382.03
55,494.97
Jake Tomlin
140,382.03
55,494.97


Item 9.01  Financial Statements and Exhibits.           
Exhibit No.   
Description
 
 
99.1
Press Release dated as of May 12, 2015 announcing management changes.








SIGNATURES
 
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:   May 12, 2015
 

 
EURAMAX HOLDINGS, INC.
 
 
 
 
 
 
By:
/s/ John F. Blount
 
 
 
Name:  John F. Blount
 
 
 
Title: Senior Vice President, Chief Administrative Officer, General Counsel & Corporate Secretary
 



EX-99.1 2 pressrelease-changeinoffic.htm EXHIBIT 99.1 Press Release - Change in Officers
Exhibit 99.1


EURAMAX HOLDINGS, INC. ANNOUNCES
APPOINTMENT OF NEW PRESIDENT NORTH AMERICA

Norcross, GA, May 12, 2015 - Euramax Holdings, Inc. ("Euramax" or "the Company") announced today that R. Scott Vansant, President, North America, has resigned effective May 22, 2015. Mr. Vansant has served as President of North America since May 2014. Hugh Sawyer, interim President of Euramax Holdings, Inc. and a professional in Huron Consulting Group's Business Advisory Practice, commented, "I would like to thank Scott for his years of dedicated service to Euramax and wish him well in his future endeavors.”
Tyrone Johnson, Vice President and General Manager of Consumer Productions, will succeed Mr. Vansant as President, North America, effective May 23, 2015.
Mr. Johnson has served as the Vice President and General Manager of the Company's Consumer Products business since joining Euramax in June of 2014. Prior to his role at Euramax, Mr. Johnson served as President of the Americas for Amtico International, Inc., a global flooring manufacturer based in Atlanta, Georgia, from 2008 to 2013. Before his tenure at Amtico International, Mr. Johnson was with Armstrong World Industries for six years, where he ultimately served as VP and General Manager of Premium Hardwood Flooring.  Mr. Johnson began his career with General Electric Capital Corporation in 1994, where he earned his "Master Black Belt" certification. He obtained his MBA from DePaul University and his undergraduate degree from Howard University.
Mr. Sawyer added, "I am delighted that Ty will assume responsibility for our North American business. He has a proven track record of success, significant management experience in our industry and has demonstrated superb leadership capabilities during his time at Euramax. I believe Ty is uniquely qualified to build on the momentum of the Company’s ongoing operational and market growth initiatives.”
Mr. Sawyer further stated, “Euramax has made extraordinary progress during the last year in its efforts to establish a world-class management team in both our North American and International businesses.”
Forward Looking Statements
Certain statements contained in this press release may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements related to plans for future business development activities, anticipated costs of revenues, product mix, research and development and selling, general and administrative activities, and liquidity and capital needs and resources. When used in this report, the words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which only speak as of the date of this press release. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.
Contact
John Blount, Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Phone: 678-728-9654
Email: jblount@euramax.com