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): February 8, 2022

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 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 February 8, 2022, upon the recommendation of the Governance and Corporate Responsibility Committee of the Board of Directors (the “Board”) of Univar Solutions Inc. (the “Company”), the Board increased the size of the Board from ten directors to eleven directors and appointed Varun Laroyia as a director of the Company to fill the newly created vacancy, effective February 8, 2022. Mr. Laroyia will hold office for an initial term extending until the Company’s annual meeting of stockholders to be held in 2022. Mr. Laroyia was also appointed to serve on the Audit Committee of the Board.

As a non-employee director, Mr. Laroyia will be entitled to receive the standard cash and equity compensation for non-employee directors described under the caption “Compensation of Directors” in the Company’s 2021 Proxy Statement, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2021. In addition to the indemnification provided for directors in the Company’s Fourth Amended and Restated Bylaws, the Company entered into its standard form of Director Indemnification Agreement with Mr. Laroyia, previously filed as Exhibit 10.56 to the Registration Statement on Form S-1 of the Company, filed with the SEC on June 8, 2015.

There is no arrangement or understanding between Mr. Laroyia and any other person pursuant to which Mr. Laroyia was appointed as a director. Mr. Laroyia does not have a direct or indirect material interest in any other transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On February 8, 2022, the Company issued a press release announcing the appointment of Mr. Laroyia to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in Item 7.01, including Exhibit 99.1, of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and it will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated February 8, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: February 8, 2022	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@univarsolutions.com Media Relations Dwayne Roark +1 331-777-6031 mediarelations@univarsolutions.com

Univar Solutions Appoints Varun Laroyia as Independent Director

Board expands size to 11; Varun Laroyia to serve on the Audit Committee

DOWNERS GROVE, ILL. – February 8, 2022 — Univar Solutions Inc. (NYSE: UNVR) (“Univar Solutions” or “the Company”), a global chemical and ingredient distributor and provider of value-added services, today announced that its Board of Directors has appointed Varun Laroyia as an independent director, effective February 8, 2022. Mr. Laroyia is the executive vice president and chief financial officer of LKQ Corporation, a position he has held since October 2017, and leads all financial activities including tax, treasury, audit and investor relations.

“Varun is well qualified to serve on our Board with extensive operational leadership and financial management experience both in the United States, Europe and Africa within the industrial distribution, commercial real estate, automotive and technology sectors,” said Christopher D. Pappas, Board chair. “With vast knowledge and business acumen, Varun will bring important insights to Univar Solutions’ growing portfolio of market technologies and operational expertise to help deliver enhanced shareholder value.”

Mr. Laroyia holds a bachelor’s degree in commerce from Shri Ram College of Commerce, University of Delhi, a master’s degree in business administration from Cardiff Business School, University of Wales and is a UK-qualified chartered accountant (ACA). Prior to joining LKQ, he was the chief financial officer of CBRE’s Global Workplace Solutions (“GWS”) business since 2015, following CBRE’s acquisition of the GWS business from Johnson Controls Inc. (“JCI”), where he was the chief financial officer and vice president of information technology since 2013. From 2006 to 2013, Mr. Laroyia held various positions at JCI including global controller for the Building Efficiency segment, group vice president of global audit, and chief financial officer for its Building Efficiency business across Europe and Africa. Previously, Mr. Laroyia held various leadership positions at Gateway, Inc., General Electric and KPMG in Europe and the United States. He is a Board member of Discovery World, Milwaukee since 2010 and served three successive three-year terms as chair of the Finance & Audit Committee through 2020.

About Univar Solutions

Univar Solutions (NYSE: UNVR) is a leading global commodity and specialty chemical and ingredient distributor representing a premier portfolio from the world’s leading producers. With the industry’s largest private transportation fleet and technical sales force, unparalleled logistics know-how, deep market and regulatory knowledge, formulation and recipe development, and leading digital tools, the Company is well-positioned to offer tailored solutions and value-added services to a wide range of markets, industries, and applications. While fulfilling its purpose to help keep communities healthy, fed, clean and safe, Univar Solutions is committed to helping customers and suppliers innovate and focus on Growing Together. Learn more at univarsolutions.com.

Forward-Looking Statements

This press release includes certain statements relating to future events and our intentions, beliefs, expectations, and predictions for the future, which are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 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 the Company’s control. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the expectations and assumptions. A detailed discussion of these factors and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission. Potential factors that could affect such forward-looking statements include, among others: the ultimate geographic spread of the COVID-19 pandemic; the duration and severity of the COVID-19 pandemic; actions that may be taken by governmental authorities to address or otherwise mitigate the impact of the COVID-19 pandemic; the potential negative impacts of COVID-19 on the global economy and our customers and suppliers; the overall impact of the COVID-19 pandemic on our business, results of operations and financial condition; other fluctuations in general economic conditions, particularly in industrial production and the demands of our customers; significant changes in the business strategies of producers or in the operations of our customers; increased competitive pressures, including as a result of competitor consolidation; significant changes in the pricing, demand and availability of chemicals; our levels of indebtedness, the restrictions imposed by our debt instruments, and our ability to obtain additional financing when needed; the broad spectrum of laws and regulations that we are subject to, including extensive environmental, health and safety laws and regulations; an inability to integrate the business and systems of companies we acquire, including of Nexeo Solutions, Inc., or to realize the anticipated benefits of such acquisitions; potential business disruptions and security breaches, including cybersecurity incidents; an inability to generate sufficient working capital; increases in transportation and fuel costs and changes in our relationship with third party providers; accidents, safety failures, environmental damage, product quality and liability issues and recalls; major or systemic delivery failures involving our distribution network or the products we carry;

operational risks for which we may not be adequately insured; ongoing litigation and other legal and regulatory risks; challenges associated with international operations; exposure to interest rate and currency fluctuations; potential impairment of goodwill; liabilities associated with acquisitions, ventures and strategic investments; negative developments affecting our pension plans and multi-employer pensions; labor disruptions associated with the unionized portion of our workforce; and the other factors described in the Company’s filings with the Securities and Exchange Commission. We caution you that the forward-looking information presented in this press release is not a guarantee of future events or results, and that actual events or results 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, “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 the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as required by law.

###

XML

Document and Entity Information	Feb. 08, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001494319
Document Type	8-K
Document Period End Date	Feb. 08, 2022
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