UNITED STATES | ||
FORM 8-K | ||
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
Date of Report (Date of earliest event reported): January 9, 2014 | ||
John Bean Technologies Corporation | ||
Delaware |
001-34036 (Commission File Number) |
91-1650317 |
70 West Madison Street Chicago, Illinois 60602 (Address of Principal executive offices, including Zip Code) | ||
(312) 861-5900 | ||
(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: |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On January 9, 2014, the Board of Directors appointed Brian A. Deck to the position of Vice President and Chief Financial Officer of the Company, effective February 3, 2014. Mr. Deck, 45, served as Chief Financial Officer (since May 2011) of National Material L.P., a private diversified industrial holding company. Mr. Deck served as Vice President of Finance and Treasury (from November 2007 to May 2011) and as Director, Corporate Financial Planning and Analysis (from August 2005 to November 2007) of Ryerson Inc., a metals distributor and processor. Prior to that, Mr. Deck served as Senior Vice President – Portfolio Management and Underwriting (from January 2004 to August 2005) and as Vice President – Portfolio Management and Underwriting (from April 2001 to January 2004) of GE Capital – Commercial Finance Group. Prior to working at GE Capital, Mr. Deck worked for Bank One (now JP Morgan Chase & Co.) from January 1994 to April 2001 in various roles and Cole Taylor Bank from September 1990 to January 1994. Mr. Deck holds an MBA with a concentration in finance from DePaul University and a Bachelor’s degree in economics from the University of Illinois.
There are no arrangements or understandings between Mr. Deck and any other person pursuant to which Mr. Deck was appointed as an executive officer of the Company. There are no transactions in which Mr. Deck has an interest requiring disclosure under Item 404(a) of Regulation S-K. In addition, there are no family relationships between Mr. Deck and any other executive officer or director of the Company.
As the Vice President and Chief Financial Officer, Mr. Deck will receive an initial base salary of $365,000 per year and is eligible to participate in the Company’s annual cash bonus and equity compensation programs, with Mr. Deck’s initial target annual cash bonus to be 65% of his annual base salary. In consideration of the commencement of Mr. Deck’s employment with the Company, the Company agreed to provide Mr. Deck (i) a signing bonus in cash in an amount not to exceed $250,000, subject to offsets agreed upon by the Company and Mr. Deck, and (ii) a grant of restricted stock units with a fair market value equal to $200,000, vesting in January 2015. Mr. Deck will also receive an additional grant of restricted stock units on the commencement of his employment with a fair market value equal to $450,000, vesting in January 2017, as a part of the Company’s annual equity incentive compensation program for 2014. 75% of this restricted stock grant will be performance-based and subject to the attainment of 2014 financial performance goals approved by the Compensation Committee of the Board, and the remaining 25% of this restricted stock grant will be time-based.
Mr. Deck will participate in the Company’s Executive Severance Plan. Mr. Deck will enter into an Executive Severance Agreement with the Company which provides, among other benefits, for a severance payment equal to two times Mr. Deck’s base salary and annual incentive bonus for a qualifying termination of employment following a change-in-control of the Company. Mr. Deck’s equity awards will provide for full acceleration in the event of Mr. Deck’s death, termination due to disability or a change-in-control of the Company.
On August 22, 2013, Ronald D. Mambu, the Company’s current Vice President and Chief Financial Officer notified the Company that he intended to retire upon the identification of his successor. As a result of the February 3, 2014 effective date of Mr. Deck becoming the Company’s Vice President and Chief Financial Officer, Mr. Mambu has provided notice that his retirement date will be March 31, 2014 in order to provide for an orderly transition.
On January 9, 2014, the Company issued a press release regarding the appointment of Mr. Deck as Vice President and Chief Financial Officer and the effective date of Mr. Mambu’s retirement. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. |
Exhibit No. |
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Description |
99.1 |
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Press release issued January 9, 2014 |
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.
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John Bean Technologies Corporation | ||||
Date: January 9, 2014 |
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By: |
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/s/ Thomas W. Giacomini | |
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Name: |
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Thomas W. Giacomini | ||
Title: |
President and Chief Executive Officer |
3
Exhibit 99.1
News Release |
JBT Corporation 70 W. Madison |
For Release: Immediate |
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Investors: |
Debarshi Sengupta |
+1 312 861.6933 | |
Media: |
Jeff Miller |
+1 312 861.6461 |
JBT Corporation Announces Hiring Of New Chief Financial Officer
CHICAGO, January 9, 2014 — JBT Corporation (NYSE: JBT), a leading global technology solutions provider to the food processing and air transportation industries, today announced that Brian A. Deck will join the Company as Vice President and Chief Financial Officer effective February 3, 2014. This appointment is a continuance of the Company’s previously announced management succession plan. Ron Mambu, the Company’s current Vice President and Chief Financial Officer, had earlier announced his intent to retire and will remain with the Company through March to ensure a smooth transition.
“We are thrilled to welcome Brian to the JBT executive team,” said Tom Giacomini, President and Chief Executive Officer of JBT. “Brian’s twenty plus years of comprehensive financial experience, including a strong strategic planning and margin expansion toolkit, as well as significant global hands-on M&A expertise, is exceptional,” continued Giacomini. “Brian is the ideal CFO for JBT. His skill set and personality fit well with our focus on growing revenues and increasing margins within a culture of high integrity.”
Mr. Deck, 45, will join JBT upon departing as Chief Financial Officer of National Material L.P., a private holding company with a portfolio of diversified industrial firms with international operations. During his nearly three years with National Material, Brian was responsible for all financial functions, M&A, and information technology related activities. He successfully developed an M&A core competency, including execution of two acquisitions, refinanced the company’s debt, and implemented a company-wide financial reporting platform.
Prior to National Material, Brian was Vice President of Finance and Treasurer at Ryerson Inc., an approximately $4 billion in revenue metals distributor and processor. As a key member of the executive staff at Ryerson, he had responsibility for treasury, M&A, financial planning and analysis, and international finance. He was also heavily involved with investor relations. After the company’s privatization in 2007, Brian oversaw comprehensive restructuring programs that resulted in significant operating margin expansion. He also raised in excess of $1 billion in debt capital and led the efforts on five successful acquisitions. Brian’s considerable international experience, gained through executing global acquisitions and through serving on the Board of Directors of Ryerson’s joint ventures in China, Mexico, and India, will be relevant to JBT’s strategy of accelerating participation in emerging, high-growth economies.
JBT Corporation
Page 2
Prior to his service with Ryerson, Brian had increasing responsibilities with GE Capital, Bank One (now JPMorgan Chase & Co.), and Cole Taylor Bank. Brian holds an MBA with a concentration in finance from DePaul University in Chicago, and a Bachelor’s degree in economics from the University of Illinois.
“I am excited to join JBT at this very important time, as the Company is embarking upon its growth strategy,” said Mr. Deck. “I am enthusiastic to be both a key leader of this transformation and to ensure the Company maintains the strong financial footing necessary to enhance shareholder value.”
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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.
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