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): August 4, 2014
Owens Corning
(Exact name of registrant as specified in its charter)
Commission File Number: 1-33100
Delaware | 43-2109021 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
One Owens Corning Parkway
Toledo, OH 43659
(Address of principal executive offices, including zip code)
419-248-8000
(Registrants telephone number, including area code)
(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 August 4, 2014 the Board of Directors (the Board) of Owens Corning (the Company) took the following actions effective immediately: (a) increased the size of the Board by two members; and (b) elected Ms. Maryann T. Seaman and Mr. Cesar Conde as directors to fill the vacancies created by the increase in the size of the Board. Ms. Seaman and Mr. Conde will serve in Class II for a term expiring at the Companys Annual Meeting of Stockholders in 2017. Ms. Seaman will serve on the Audit Committee and the Governance and Nominating Committee of the Board. Mr. Conde will serve on the Compensation Committee and Finance Committee of the Board.
There are no arrangements or understandings between Ms. Seaman or Mr. Conde and any other person pursuant to which either Ms. Seaman or Mr. Conde was elected as a director. For their service as non-management directors, Ms. Seaman and Mr. Conde will participate in the standard director compensation arrangements currently in effect for non-management directors. There are no related person transactions involving Ms. Seaman or Mr. Conde that are reportable under Item 404(a) of Regulation S-K.
The Company also issued the attached news release regarding the election of Ms. Seaman and Mr. Conde to the Board.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 News Release, dated August 6, 2014
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Owens Corning | ||||
Date: August 6, 2014 | By: | /s/ John W. Christy | ||
John W. Christy | ||||
Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
Media Inquiries: | Investor Inquiries: | |||
Matt Schroder | Thierry Denis | |||
419.248.8987 | 419.248.5748 |
Owens Corning Elects Cesar Conde and Maryann T. Seaman to Board of Directors
TOLEDO, Ohio, Aug. 6, 2014 Owens Corning (NYSE: OC) today announced that Cesar Conde, Executive Vice President, NBCUniversal and Maryann T. Seaman, Executive Vice President and Chief Financial Officer, FMC Technologies, Inc., have been elected to the companys Board of Directors.
We welcome Maryann and Cesar to our Board of Directors, said Owens Corning Chairman and Chief Executive Officer Mike Thaman. Our company will benefit from their broad business experience and diverse backgrounds.
Cesar Conde joined NBCUniversal in October of 2013. He previously served as President of the Univision Networks at Univision Communications Inc., the leading media company serving Hispanic America. He is a Trustee of both the Aspen Institute and the Paley Center for Media, as well as a Full Member at the Council on Foreign Relations and a Young Global Leader for the World Economic Forum. He sits on the Boards for the Foundation for Excellence in Education, and the White House Initiative on Educational Excellence for Hispanics.
Mr. Conde holds a bachelors degree with honors from Harvard University, and an MBA from the Wharton School at the University of Pennsylvania.
Maryann Seaman is Executive Vice President and Chief Financial Officer of FMC Technologies, Inc., a leading global provider of technology solutions for the energy industry. She joined the company in 1986 and has served as Senior Vice President and CFO, Vice President, Deputy Chief Financial Officer and Treasurer as well as Vice President of Administration. She also served as the Secretary to the Compensation and the Nominating and Governance Committees of the Board of Directors for FMC Technologies. Ms. Seaman currently serves on the board of the Cynthia Woods Mitchell Pavilion, an outdoor amphitheater that provides the Greater Houston region with an array of performing arts events, educational outreach programs and contemporary entertainment.
Ms. Seaman holds a bachelors degree in Accounting and an MBA from Rider University in Lawrenceville, New Jersey.
About Owens Corning
Owens Corning (NYSE: OC) is a leading global producer of residential and commercial building materials, glass-fiber reinforcements and engineered materials for composite systems. A Fortune® 500 company for 60 consecutive years and in business for more than 75 years, Owens Corning is a market-leading innovator of glass-fiber technology with sales of $5.3 billion in 2013 and about 15,000 employees in 27 countries. Additional information is available at www.owenscorning.com.
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