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): October 31, 2019

Univar Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37443	26-1251958
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

3075 Highland Parkway, Suite 200

Downers Grove, IL 60515

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (331) 777-6000

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	UNVR	New York Stock Exchange

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

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 October 31, 2019, Mr. Stephen D. Newlin notified the Board of Directors (the “Board”) of Univar Solutions Inc. (the “Company”) that he has elected to retire as an employee of the Company and from his position as Executive Chairman of the Board effective December 31, 2019. Mr. Newlin will continue to serve as Non-Executive Chairman of the Board until the May 2020 annual shareholder meeting, at which time he intends to stand for reelection as a director. Christopher D. Pappas, currently the Lead Director of the Board, is expected to succeed Mr. Newlin as the Chairman of the Board as of the 2020 annual shareholder meeting.

The above decisions were not the result of any disagreement with management or the Board related to the Company’s operations, policies or practices.

A copy of the press release relating to these changes is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
	99.1	Univar Solutions Inc. Press Release dated November 1, 2019.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Date: November 1, 2019	Univar Solutions Inc.
	By:	/s/ Noelle J. Perkins
	Name:	Noelle J. Perkins
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

PRESS RELEASE
	FOR ADDITIONAL INFORMATION: Investor Relations Heather Kos +1 844-632-1060 IR@univar.com
	Media Relations Dwayne Roark +1 331-777-6031 mediarelations@univar.com

Stephen D. Newlin to Transition from Executive Chairman of the Board of Directors for Univar Solutions

• Mr. Newlin has elected to retire as an employee, effective December 31, 2019.

• Mr. Newlin will serve as Non-Executive Chairman during a planned transition and will remain on the board and stand for election as a director in 2020

• Christopher D. Pappas, the Company’s current Independent Lead Director, is expected to be named Independent Chairman at the May 2020 annual meeting

DOWNERS GROVE, IL, November 1, 2019 – Univar Solutions Inc. (NYSE: UNVR) (“Univar Solutions” or “the Company”), a global chemical and ingredient distributor and provider of value-added services, today announced Stephen D. Newlin, the Company’s current Executive Chairman will retire as an employee of the Company and become Chairman, effective December 31, 2019. Mr. Newlin will serve as Non-Executive Chairman during a transition where he is expected to be succeeded by Independent Lead Director, Christopher D. Pappas, as of the 2020 annual shareholder meeting. This planned transition marks the next step in the ongoing evolution of the Company’s governance practices. Mr. Newlin will remain on the Board and stand for election as a director at the May 2020 annual meeting to help guide Univar Solutions’ continuing transformation.

“I am proud to have served as Univar’s Executive Chairman during this pivotal period in our Company’s history as we completed the merger with Nexeo Solutions and created Univar Solutions – a global powerhouse in our industry. I am honored to be asked by our Board to remain a director following this transition and I look forward to continuing my service as a Board member,” said Newlin. “Since David Jukes’ appointment as President and Chief Executive Officer in 2018, the Board and I have seen his leadership grow and move Univar Solutions closer to becoming a high-performance, innovative, growth company that consistently delivers unsurpassed value for all of our stakeholders. I’m also pleased we have someone of Chris’s caliber to serve as our Independent Chairman of the Board. The Board and I believe in this governance best practice and we continue to improve our governance following our emergence as a public company in 2015.

After his election to the Board in 2014, Mr. Newlin served as Chairman, President and Chief Executive Officer of the Company from 2016 to 2018 and thereafter as Executive Chairman. During his time at Univar, Mr. Newlin led the development of a new strategy and leadership team to transform the Company into a growth-driven enterprise, which included leading the process to find and develop a successor. He established the three strategic priorities of Commercial Greatness, Operational Excellence and One Univar, which is now a benchmark for instituting a growth culture where discipline and rigor lead to success. Under his direction, Univar reversed declines and returned to consistent profitable growth for the first time since 2014.

“I want to thank Steve for his invaluable leadership on the board as Executive Chairman and I am looking forward to his continued support as we continue to redefine distribution and become the most valued chemical and ingredients distributor on the planet,” said Jukes.

“I look forward to working with Steve in what will be yet another successful transition as I prepare to serve as Chairman,” said Pappas. “I’m excited to continue my work with Steve and David to streamline, innovate and grow the Company as we execute Univar Solutions’ strategic plan to unlock shareholder value through improved margins, increased share, and market growth.”

About Univar Solutions

Univar Solutions (NYSE: UNVR) is a leading global chemical and ingredient distributor and provider of value added services to customers across a wide range of industries. With the industry’s largest private transportation fleet and North American sales force, a vast supplier network, deep market and regulatory knowledge, world-class formulation and recipe development, unparalleled logistics know-how, and industry-leading digital tools, Univar Solutions is a committed ally to customers and suppliers, helping them anticipate, navigate, and leverage meaningful growth opportunities. Learn more at www.univarsolutions.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested

by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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Document and Entity Information	Oct. 31, 2019
Cover [Abstract]
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Entity Central Index Key	0001494319
Document Type	8-K
Document Period End Date	Oct. 31, 2019
Entity Registrant Name	Univar Solutions Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-37443
Entity Tax Identification Number	26-1251958
Entity Address, Address Line One	3075 Highland Parkway
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Downers Grove
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60515
City Area Code	(331)
Local Phone Number	777-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock ($0.01 par value)
Trading Symbol	UNVR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false