8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 26, 2013

John Bean Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-34036	91-1650317
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

70 West Madison Street

Chicago, Illinois 60602

(Address of Principal executive offices, including Zip Code)

(312) 861-5900

(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))

 

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

On August 22, 2013, Charles H. Cannon, Jr. provided notice that he would be retiring from his position as President and Chief Executive Officer of John Bean Technologies Corporation (the “Company”), effective September 9, 2013. Mr. Cannon was appointed to the position of Executive Chairman effective September 9, 2013 and is expected to serve in that position as a member of the Company’s Board of Directors (the “Board”) until the 2014 Annual Meeting of the Company’s Stockholders (the “2014 Annual Meeting”).  In connection with this appointment, Mr. Cannon and the Company entered into a letter agreement memorializing the terms of his service as an employee and Executive Chairman (the “Letter Agreement”).  From September 9, 2013 through December 31, 2013 (the “Transition Period”), Mr. Cannon’s compensation and benefits arrangements will continue at the same level that they have been during 2013 up to the beginning of the Transition Period.  From the end of the Transition Period through the later of (i) the 2014 Annual Meeting and (ii) May 31, 2014, Mr. Cannon will be compensated at a rate of $40,000 per month and Mr. Cannon’s welfare benefits and perquisite arrangements will continue at the same level that they were during 2013. The Letter Agreement further provides that Mr. Cannon will not participate in the Company’s 2014 annual incentive or long-term incentive programs. In addition, from and after September 9, 2013, Mr. Cannon shall not participate in the Company’s Executive Severance Plan or be eligible to receive benefits under his Executive Severance Agreement, but shall continue to be bound by the non-solicitation and non-competition provisions included in his Executive Severance Agreement for a period of 24-months following his ultimate separation from service with the Company in all capacities.  Mr. Cannon’s outstanding equity awards shall continue to be governed by the terms of the Company’s equity plan and the applicable award agreements.

On August 22, 2013, the Board appointed Thomas Giacomini to the position of President and Chief Executive Officer of the Company and elected him as a member of the Board, effective September 9, 2013. The Board elected Mr. Giacomini as a Class III director, with an initial term to expire at the Company’s 2015 Annual Meeting of Stockholders. Mr. Giacomini, 48, has served as Vice President (since February 2008) of Dover Corporation, a diversified global manufacturer, and President and Chief Executive Officer (since November 2011) of Dover Engineered Systems. Prior to serving in these roles, Mr. Giacomini served as President (from April 2009 to November 2011) and Chief Executive Officer (from July 2009 to November 2011) of Dover Industrial Products and President (from October 2007 to July 2009) of Dover’s Material Handling Platform. Mr. Giacomini joined Dover in 2003 following its acquisition of Warn Industries, an industrial manufacturer specializing in vehicle performance enhancing equipment. During his tenure at Warn Industries he held a variety of leadership roles including President and Chief Operating Officer. Mr. Giacomini holds an MBA from Northwestern's Kellogg School of Management and a Bachelor’s degree in Mechanical Engineering from University of Michigan (Dearborn).

There are no arrangements or understandings between Mr. Giacomini and any other person pursuant to which Mr. Giacomini was appointed as an executive officer or director. There are no transactions in which Mr. Giacomini has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with the appointment of Mr. Giacomini as President and Chief Executive Officer, Mr. Giacomini and the Company entered into an employment agreement memorializing the terms of Mr. Giacomini’s employment. The employment agreement has a three-year term (the “Employment Period”). Under the employment agreement, Mr. Giacomini will receive an initial base salary of $725,000 per year and is eligible to participate in the Company’s annual cash bonus and equity compensation programs. During the Employment Period, Mr. Giacomini’s target annual bonus will be no less than 100% of his annual base salary, with his 2013 bonus guaranteed to be no less than his target bonus opportunity prorated for his service during 2013. In consideration of the commencement of Mr. Giacomini’s employment with the Company, the Company agreed to grant Mr. Giacomini sign-on compensation to compensate Mr. Giacomini for bonus and long-term incentive awards that were forfeited upon his resignation from his prior employer. The sign-on compensation consists of (i) a cash payment equal to $1,200,000, subject to repayment if Mr. Giacomini is terminated for cause or resigns without good reason within the first year of his employment, and (ii) performance-based restricted stock units with a fair market value equal to $2,614,000, vesting in equal installments on the first and second anniversaries of the grant date assuming attainment of the performance measure. Mr. Giacomini will also receive an additional grant of performance-based restricted stock units with a fair market value equal to $800,000, vesting in equal installments on the first and second anniversaries of the grant date assuming attainment of the performance measure. Mr. Giacomini is also expected to receive a 2014 grant of time-based restricted stock units with a fair market value equal to $400,000, vesting on the third anniversary of the grant date, and performance-based restricted stock units with a fair market value equal to $1,200,000 (vesting based on the achievement of earnings before interest, taxes, depreciation and amortization growth, net contribution or such other performance goals approved by the Compensation Committee of the Board).

Mr. Giacomini will participate in the Company’s Executive Severance Plan, but his benefits under that plan will be based on an 18-month severance period rather than the 15-month severance period specified in the plan. In addition, Mr. Giacomini will enter into a form of Executive Severance Agreement which provides, among other benefits, for a severance payment equal to three times Mr. Giacomini’s base salary and annual incentive bonus for a qualifying termination of employment following a change-in-control of the Company. This form of Executive Severance Agreement is consistent with the form of Executive Severance Agreement previously entered into with Mr. Cannon. Mr. Giacomini’s equity awards will also provide for full acceleration in the event of Mr. Giacomini’s death, termination due to disability or a change-in-control of the Company. Mr. Giacomini is also bound by certain non-solicitation and non-competition restrictions during the term of his employment and for a period of two years thereafter.

In addition, on August 22, 2013, Ronald D. Mambu, the Company’s Chief Financial Officer notified the Company that he intends to retire upon the identification of his successor.

On August 26, 2013, the Company issued a press release regarding the appointment of Mr. Giacomini as President and Chief Executive Officer and the respective retirements of Messrs. Cannon and Mambu. The press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Descriptions
99.1	Press release issued August 26, 2013

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.

	JOHN BEAN TECHNOLOGIES CORPORATION
	By:	/s/ Megan J. Rattigan
Dated: August 26, 2013		Name:	Megan J. Rattigan
		Title:	Chief Accounting Officer, and duly authorized officer

EX-99

Exhibit 99.1

News Release          JBT Corporation 70 W. Madison Chicago, IL 60602

For Release: IMMEDIATE

Investors:	Debarshi Sengupta	+1 312 861.6933
Media:	Jeff Miller	+1 312 861.6461

JBT CORPORATION ANNOUNCES IMPLEMENTATION OF MANAGEMENT SUCCESSION PLAN;

NAMES TOM GIACOMINI CHIEF EXECUTIVE OFFICER EFFECTIVE SEPTEMBER 9, 2013

Chairman and CEO, Charlie Cannon, to Remain Executive Chairman

Chief Financial Officer, Ron Mambu, Announces Plans to Retire

Pending the Identification of His Successor

CHICAGO, August 26, 2013 — JBT Corporation (NYSE: JBT), a leading global technology solutions provider to the food processing and air transportation industries, today announced that it is implementing its management succession plan. Tom Giacomini, currently President and Chief Executive Officer of Dover Engineered Systems at Dover Corporation, will become Chief Executive Officer, President, and a member of the Board of Directors of JBT Corporation, effective September 9, 2013. Charlie Cannon, currently Chairman, Chief Executive Officer and President, will remain Executive Chairman of the Board. Ron Mambu, Chief Financial Officer, announced plans to retire upon the identification of his successor.

Tom Giacomini, 48, has over 20 years of experience in industrial manufacturing. He has held a variety of senior leadership positions at Dover Corporation and Warn Industries, Inc., and most recently led a diversified portfolio of 14 industrial businesses with annual sales in excess of $3.5 billion and operations in the U.S., Europe, China, Brazil and India. Mr. Giacomini has demonstrated success in leading innovative, customer-focused technology initiatives, driving strong recurring sales, overseeing strategic expansion in emerging markets, and delivering significant margin expansion. He also has a proven track record of achieving above market growth through value creating acquisitions in the U.S., Europe and China.

Mr. Cannon said, “Ron and I have had the privilege of leading JBT Corporation and serving in leadership roles with its predecessor companies for over 30 years. We are proud of what we have accomplished over the years and are very optimistic about the Company’s future prospects. The Board developed and implemented this succession plan in order to provide continuity and a seamless leadership transition for the future. We could not be more pleased that Tom has agreed to join our company as CEO. He is an extremely talented executive with a proven track record across a range of global industrial business segments for Dover Corporation, where he achieved outstanding results. He is the ideal person to succeed me as CEO and I look forward to working with him to accelerate our progress on our 4G strategic initiatives and ensure that JBT Corporation continues to thrive in the global marketplace.”

JBT Corporation

Page 2

Mr. Giacomini commented, “JBT Corporation is an admired industry leader with strong technology and market positions, a large installed base, global reach and excellent growth prospects. I am honored that the Board has chosen me to become the Company’s CEO. Working together with Charlie, Ron and JBT Corporation’s talented team of dedicated professionals around the world, I am confident that we will continue to create value for our shareholders and customers.”

Ron Mambu said, “I look forward to working with Tom to identify and ensure a smooth transition of financial leadership at JBT Corporation. After nearly forty years with JBT Corporation and its predecessors, I am confident that the Company is positioned for continued success and it is an opportune time for me to begin my transition to retirement.”

Jim Goodwin, JBT Corporation’s Lead Independent Director said, “As we implement our succession plans, we do so from an enviable position of strength across our businesses. As a Board, we are confident we have found the ideal leader in Tom, who is fully equipped to step into the role as CEO. We greatly appreciate Charlie’s many contributions and his leadership of JBT Corporation since it became an independent public company in 2008. Under his leadership, the Company has developed into a global technology company whose stock price has increased over 65 percent since becoming public. Since Charlie will remain as Executive Chairman, we will benefit from his continued guidance and ongoing commitment to the Company. Likewise, Ron is an outstanding CFO. Over his 39 years of service, we have benefitted from his dedication and commitment to the Company. We are grateful for Ron’s willingness to work alongside Tom to identify and retain a CFO successor.”

Tom Giacomini Biography

Prior to serving as President and Chief Executive Officer of Dover Engineered Systems at Dover Corporation, Tom Giacomini served as President and Chief Executive Officer of Dover Industrial Products and President of Dover’s Material Handling Platform. Mr. Giacomini joined Dover Corporation in 2003 following its acquisition of Warn Industries, an industrial manufacturer specializing in vehicle performance enhancing equipment. During his tenure at Warn Industries, he served in a variety of leadership roles including President and Chief Operating Officer. Prior to joining Warn Industries, Mr. Giacomini worked at TRW, Inc. Mr. Giacomini holds an MBA from Northwestern University's Kellogg School of Management and a Bachelor’s degree in Mechanical Engineering from University of Michigan (Dearborn).

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JBT Corporation (NYSE: JBT) is a leading global technology solutions provider to the food processing and air transportation industries. JBT Corporation designs, manufactures, tests and services technologically sophisticated systems and products for regional and multi-national industrial food processing customers through its JBT FoodTech segment and for domestic and international air transportation customers through its JBT AeroTech segment. JBT Corporation employs approximately 3,200 people worldwide and operates sales, service, manufacturing and sourcing operations located in over 25 countries. For more information, please visit www.jbtcorporation.com or www.jbtfoodtech.com.

This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company's ability to control. These risks and uncertainties are described under the caption "Risk Factors" in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission, which may be accessed on the Company's website. The Company cautions shareholders and prospective investors that actual results may differ materially from those indicated by the forward-looking statements.