8-K

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): July 30, 2018

Owens Corning

(Exact name of registrant as specified in its charter)

Delaware	1-33100	43-2109021
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Owens Corning Parkway Toledo, Ohio		43659
(Address of principal executive offices)		(Zip Code)

(419) 248-8000

(Registrant’s 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))

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2018, the Board of Directors of Owens Corning (the “Company”) appointed Brian D. Chambers as the Company’s President and Chief Operating Officer effective as of August 1, 2018. Mr. Chambers, age 51, has served as the Company’s President, Roofing, since October 2014 and prior to that served as the Company’s Vice President and General Manager, Roofing, since 2013. Mr. Chambers is assuming the President role from Michael H. Thaman, who remains the Company’s Chairman and Chief Executive Officer. A press release announcing Mr. Chambers’ appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In connection with his appointment as President and Chief Operating Officer, Mr. Chambers’ base salary was set at $650,000 per year and his annual and long-term target incentive opportunities as a percentage of salary for 2018 were set at 80% and 240%, respectively. Additionally, Mr. Chambers received a grant of $650,000 of restricted stock under the Company’s 2016 Stock Plan that cliff vests on the third anniversary of the date of grant.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated July 31, 2018.

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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.

		OWENS CORNING
July 31, 2018	By:	/s/ Ava Harter
		Ava Harter
		Senior Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Media Inquiries:	Investor Inquiries:
Chuck Hartlage	Thierry Denis
419.248.5395	419.248.5748

BRIAN CHAMBERS APPOINTED PRESIDENT AND

CHIEF OPERATING OFFICER OF OWENS CORNING

Gunner Smith Appointed President, Roofing

Toledo, Ohio – July 31, 2018 – Owens Corning (NYSE: OC) today announced that Brian Chambers has been appointed President and Chief Operating Officer effective August 1, 2018.

“The creation of a Chief Operating Officer and the appointment of Brian Chambers will create additional senior management capacity to accelerate our progress on growing the company,” said Mike Thaman, Chairman and Chief Executive Officer. “The fundamentals of our business are strong, and this change will allow us to further leverage scale across the enterprise.”

Mr. Chambers, 51, has been President of Owens Corning’s Roofing business since 2014. Under his leadership, revenues for the Roofing business grew 16% in 2017. Prior to his current position, Mr. Chambers was Vice President and General Manager for Roofing, a role he held since 2013. Mr. Chambers returned to Owens Corning in April 2011 as Vice President and Managing Director, Engineered Solutions in the Composites business. He had spent almost four years prior as President of Saint-Gobain’s Distribution business in North America after Owens Corning’s divestiture of its Siding Solutions business where he served as President of the Siding and Building Material Distribution businesses. Over the course of his career, Mr. Chambers has held a number of senior commercial and operational roles across a range of businesses and geographies.

Mike Thaman continued, “Brian is a proven and respected leader with nearly 15 years of experience with Owens Corning. He has a track record for delivering strong business results and has demonstrated the commitment to the company and our customers that makes him the right choice for this role.”

Gunner Smith will succeed Mr. Chambers as President, Roofing. Mr. Smith has been with Owens Corning since 2008 and has served in his current role, as Vice President of Sales, Roofing, since 2013. He has built a strong field organization that has been the foundation of the company’s sustained strong performance in the Roofing business. He will report to Mr. Chambers and will serve as a member of the company’s Executive Committee.

About Owens Corning

Owens Corning (NYSE: OC) develops, manufactures, and markets insulation, roofing, and fiberglass composites. Global in scope and human in scale, the company’s market-leading businesses use their deep expertise in materials, manufacturing and building science to develop products and systems that save energy and improve comfort in commercial and residential buildings. Through its glass reinforcements business, the company makes thousands of products lighter, stronger and more durable. Ultimately, Owens Corning people and products make the world a better place. Based in Toledo, Ohio, Owens Corning posted 2017 sales of $6.4 billion and employs 19,000 people in 37 countries. It has been a Fortune 500^® company for 63 consecutive years. For more information, please visit www.owenscorning.com.

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