0001104659-13-046859.txt : 20130604 0001104659-13-046859.hdr.sgml : 20130604 20130604162555 ACCESSION NUMBER: 0001104659-13-046859 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130529 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130604 DATE AS OF CHANGE: 20130604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Molycorp, Inc. CENTRAL INDEX KEY: 0001489137 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 272301797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34827 FILM NUMBER: 13891615 BUSINESS ADDRESS: STREET 1: 5619 DENVER TECH CENTER PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 843-8040 MAIL ADDRESS: STREET 1: 5619 DENVER TECH CENTER PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 8-K 1 a13-14208_18k.htm 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):  May 29, 2013

 

Molycorp, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34827

 

27-2301797

(State or other jurisdiction of incorporation)

 

(Commission File
Number)

 

(IRS Employer Identification No.)

 

5619 Denver Tech Center Parkway,
Suite 1000,

Greenwood Village, CO

 

80111

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (303) 843-8040

 

 

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 May 29, 2013, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Molycorp, Inc. (the “Company”) approved a letter agreement (the “Letter Agreement”) to be entered into with Constantine Karayannopoulos, the Company’s President and Chief Executive Officer, setting forth an executive compensation package for Mr. Karayannopoulos for his service in those positions.

 

Base Salary

 

Under the terms of the Letter Agreement, Mr. Karayannopoulos will receive base salary for 2013 at an annual rate of $425,000 (the “Base Salary”).

 

Annual Incentive Compensation

 

Under the terms of the Letter Agreement, the Committee also granted Mr. Karayannopoulos an annual incentive compensation opportunity (the “Annual RSU Award”) in the form of 159,474 target, performance-based and stock-settled restricted stock units (the “Annual RSUs”).  Pursuant to the Annual RSU Award, Mr. Karayannopoulos is eligible to earn from zero to 200% of the Annual RSUs during the performance period of January 1, 2013 through December 31, 2013, prorated based on his actual period of service during 2013.  The Annual RSUs will be earned based on the achievement of Company goals (weighted 80%) and on Mr. Karayannopoulos’ achievement of individual goals (weighted 20%) during the performance period, as determined by the Committee, with such goals communicated prior to June 15, 2013.  The Company goals will be based on certain business objectives of the Company, including advancing the Company’s financial results (EBITDA and cash flow goals), strategic projects (production level and cost goals) and safety and sustainability goals.  The Annual RSUs will not earn dividend equivalents.  The Annual RSU Award will be evidenced by and subject to the terms of an award agreement between the Company and Mr. Karayannopoulos, including provisions regarding alternative vesting treatment upon his death or disability, termination without cause, or retirement or in connection with a change in control of the Company.

 

Time-Based Restricted Stock Units

 

The Letter Agreement also reflects the Committee’s grant to Mr. Karayannopoulos of 187,523 time-based and stock settled restricted stock units (the “LTIP RSUs”) with a grant date of May 13, 2013.  The LTIP RSUs will become nonforfeitable based on Mr. Karayannopoulos’ service as Chief Executive Officer through December 31, 2013, subject to earlier vesting upon a determination by the Board that his services as Chief Executive Officer through December 31, 2013 are no longer needed or retirement.  The LTIP RSUs may earn dividend equivalents, and will be evidenced by and subject to the terms of an award agreement between the Company and Mr. Karayannopoulos, including provisions regarding alternative vesting treatment upon his death or disability or in connection with a change in control of the Company.

 

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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.

 

 

 

MOLYCORP, INC.

 

 

 

 

 

 

 

By:

/s/ Kevin W. Johnson

 

 

Name:

Kevin W. Johnson

 

 

Title:

Executive Vice President and General

 

 

 

Counsel

 

 

Date:  June 4, 2013

 

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