0001102934-15-000023.txt : 20150901 0001102934-15-000023.hdr.sgml : 20150901 20150901070116 ACCESSION NUMBER: 0001102934-15-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150901 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150901 DATE AS OF CHANGE: 20150901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT MICROELECTRONICS CORP CENTRAL INDEX KEY: 0001102934 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 364324765 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30205 FILM NUMBER: 151086291 BUSINESS ADDRESS: STREET 1: 870 NORTH COMMONS DRIVE CITY: AURORA STATE: IL ZIP: 60504 BUSINESS PHONE: 6303755461 MAIL ADDRESS: STREET 1: 870 N COMMONS DR CITY: AURORA STATE: IL ZIP: 60504 8-K 1 cmc8kfiled090115.htm CMC 8-K FILED 09-01-15
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):
September 1, 2015


Cabot Microelectronics Corporation
(Exact name of registrant as specified in its charter)

Delaware
 
000-30205
 
36-4324765
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification)

870 Commons Drive, Aurora, Illinois
 
60504
(Address of principal executive offices)
 
(Zip Code)

(630) 375-6631
(Registrant's telephone number, including area code)

Not applicable
(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.

On September 1, 2015, Cabot Microelectronics Corporation (the "Company") issued a press release entitled "Geoffrey Wild Elected to Cabot Microelectronics' Board of Directors", a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing that Geoffrey Wild has been elected to the Company's Board of Directors effective September 1, 2015.  Mr. Wild was elected as a Class II director with an initial term to expire at the Annual Meeting of Stockholders in 2017.  Mr. Wild has been appointed to serve on each of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.  The Board of Directors has determined that Mr. Wild is an independent director as defined by relevant regulations.

Mr. Wild's compensation and terms for his services as a director will be consistent with those of the Company's other non-employee directors, as described in Exhibit 10.46 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2011.  Other than these, no arrangement or understanding exists between Mr. Wild and the Company, or to the Company's knowledge, any other person or persons pursuant to which Mr. Wild was selected as a director.  Mr. Wild is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.


Item 9.01                          Financial Statements and Exhibits.


(c)
Exhibits
   
 
99.1            Press release, dated September 1, 2015, entitled "Geoffrey Wild Elected to Cabot Microelectronics' Board of Directors."





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.

   
CABOT MICROELECTRONICS CORPORATION
 
   
[Registrant]
 
       
Date: September 1, 2015
By:
/s/ WILLIAM S. JOHNSON
 
   
William S. Johnson
 
   
Executive Vice President and Chief Financial Officer
 
   
[Principal Financial Officer]
 



INDEX TO EXHIBITS

Exhibit
Number
 
Title
99.1
Press release, dated September 1, 2015, entitled "Geoffrey Wild Elected to Cabot Microelectronics' Board of Directors."




EX-99.1 2 exhibit99_1.htm EXHIBIT 99_1
Exhibit 99.1

PRESS RELEASE


                                                                         Contact:
                                                                       Trisha Tuntland
                                                                       Director of Investor Relations
                                                                       Cabot Microelectronics Corporation
                                                                          (630) 499-2600

GEOFFREY WILD ELECTED TO
CABOT MICROELECTRONICS' BOARD OF DIRECTORS

Aurora, IL, September 1, 2015 – Cabot Microelectronics Corporation (Nasdaq: CCMP), the world's leading supplier of chemical mechanical planarization (CMP) polishing slurries and a growing CMP pad supplier to the semiconductor industry, is pleased to announce today the election of Geoffrey Wild to the Company's Board of Directors.

Mr. Wild, 59, served as the Chief Executive Officer of AZ Electronic Materials, a leader in specialty chemicals and materials for the semiconductor industry, from January 2010 until April 2015, following its 2014 acquisition by Merck KgAa.  Prior to that, Mr. Wild was President and Chief Executive Officer of Cascade Microtech, Inc., a provider of precision electrical measurement products and services.  Previously, he served as Chief Executive Officer of Nikon Precision, Inc., which specializes in precision optical products.  Mr. Wild has been a member of the board of directors of Materion, Inc. since 2011, and served as a director of Axcelis Technologies, Inc. from 2006 to 2011.  Mr. Wild received his B.S. in Chemistry from the University of Bath, UK.

"We are delighted to welcome Geoff to our Board of Directors and look forward to the extensive leadership experience he brings to us from the global semiconductor industry, other technology fields, as well as with other significant international public companies," said William P. Noglows, Cabot Microelectronics' Chairman.  "Geoff's vast and well-respected background that he has compiled over nearly 40 years, in a variety of companies and geographies with customers, suppliers, markets and cultures that are also essential to our business, complements well our existing Board, and we look forward to his guidance and advice in the years to come."

Mr. Wild was elected today by the Board of Directors of the Corporation with a term continuing until the Corporation's annual meeting of stockholders to be held in 2017.  He also was appointed a member of the Compensation Committee and Nominating and Corporate Governance Committee of the Board of Directors.  The Corporation's Board of Directors has determined that Mr. Wild is an independent director as defined by relevant regulations.  The current size of the Corporation's Board of Directors is eleven.

ABOUT CABOT MICROELECTRONICS
Cabot Microelectronics Corporation, headquartered in Aurora, Illinois, is the world's leading supplier of CMP polishing slurries and a growing CMP pad supplier to the semiconductor industry.  The company's products play a critical role in the production of advanced semiconductor devices, enabling the manufacture of smaller, faster and more complex devices by its customers.  The company's mission is to create value by developing reliable and innovative solutions, through close customer collaboration, that solve today's challenges and help enable tomorrow's technology.  The company has approximately 1,025 employees on a global basis.  For more information about Cabot Microelectronics Corporation, visit www.cabotcmp.com or contact Trisha Tuntland, Director of Investor Relations at 630-499-2600.

SAFE HARBOR STATEMENT
This news release may include statements that constitute "forward looking statements" within the meaning of federal securities regulations.  These forward-looking statements include statements related to:  future sales and operating results; company and industry growth, contraction or trends; growth or contraction of the markets in which the company participates; the company's management, international events, regulatory or legislative activity, or various economic factors; product performance; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property; new product introductions; development of new products, technologies and markets; the company's supply chain; natural disasters; the acquisition of or investment in other entities; uses and investment of the company's cash balance; financing facilities and related debt, payment of principal and interest, and compliance with covenants and other terms; the company's capital structure; the company's current or future tax rate; and the operation of facilities by Cabot Microelectronics Corporation.  These forward-looking statements involve a number of risks, uncertainties, and other factors, including those described from time to time in Cabot Microelectronics' filings with the SEC, that could cause actual results to differ materially from those described by these forward-looking statements.  In particular, see "Risk Factors" in the company's quarterly report on Form 10-Q for the quarter ended June 30, 2015 and in the company's annual report on Form 10-K for the fiscal year ended September 30, 2014, both filed with the SEC.  Cabot Microelectronics assumes no obligation to update this forward-looking information.