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 6, 2015

Trinseo S.A.

(Exact name of registrant as specified in its charter)

Luxembourg	N/A
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

001-36473

(Commission

File Number)

1000 Chesterbrook Boulevard, Suite 300
Berwyn, Pennsylvania	19312
(Address of principal executive offices)	(Zip Code)

(610) 240-3200

(Registrant’s telephone number, including area code)

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:

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

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

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

oPre-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.

(c) Appointment of Certain Officers

Trinseo S.A. (the “Company”) issued a press release on October 7, 2015 announcing that Martin Pugh, age 62, will assume the position of the Company’s Chief Operating Officer effective November 1, 2015. A copy of the press release is furnished as Exhibit 99.1 hereto.

Mr. Pugh joined the Company as Senior Vice President and Business President, Plastics, in March 2013 and was named Senior Vice President and Business President, Performance Materials in October 2014. In that role, Mr. Pugh was responsible for the global leadership of the Company’s Performance Materials business with overall accountability for the Rubber, Latex and Performance Plastics businesses. Prior to joining the Company, Mr. Pugh held the position of President for Europe, Middle East and Africa (EMEA) and board member for Styrolution Group Gmbh, the global styrenics joint venture between BASF Group and INEOS from October 2011 until February 2013. Mr. Pugh began his career in 1975 with Mobil Oil Company as a technical representative. He joined The Dow Chemical Company in 1978 and served in a variety of sales and marketing roles from 1978 until 1998, working in the UK, Dubai, Sweden and Switzerland. His final role at Dow was global business director for Specialty Polyethylenes. In 1998, Pugh joined Elementis plc as Managing Director for the specialty rubber division called Linatex. In 2002, he returned to Switzerland and joined Nova Chemicals as Managing Director for Europe. Following the formation of Nova Innovene in 2005, he was appointed Managing Director of the company and continued in the role of Managing Director—Europe as the company was broadened to include the Americas region and renamed INEOS Nova. He remained in this position within INEOS Nova and INEOS Styrenics until the formation of Styrolution Group GmbH in October 2011. Mr. Pugh has a Bachelor of Science degree in Industrial Chemistry and Management Studies from Loughborough University in the United Kingdom.

No family relationship exists between Mr. Pugh and any of the Company’s directors or other executive officers.  Mr. Pugh since the beginning of 2014 has not engaged in, and does not have plans to engage in, any transaction with the Company or its subsidiaries, in an amount that exceeds $120,000, in which he had or will have a direct or indirect material interest.

As a result of his appointment, Mr. Pugh’s Employment Agreement was amended to i) increase his annual base salary to CHF 600,000; and ii) increase his target bonus under the Company’s annual cash incentive plan to 75% of his annual base salary, up to a maximum equal to 200% of the target amount. A copy of the amendment to Mr. Pugh’s Employment Agreement is furnished hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Third Amendment to the Employment Agreement, dated October 6, 2015, by and between Trinseo US Holding, Inc. and Martin Pugh
99.1	Press release dated October 7, 2015

2

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.

	Trinseo S.A.
By:	/s/ Angelo N. Chaclas
	Name: Angelo N. Chaclas
	Title: Senior Vice President, Chief Legal Officer and Corporate Secretary

Date: October 8, 2015

3

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO THE TRINSEO US HOLDING, INC.

(formerly known as STYRON US HOLDING, INC.)

EMPLOYMENT AGREEMENT

This Third Amendment to the Trinseo US Holding, Inc., formerly known as Styron US Holding, Inc., Employment Agreement (this “Amendment”), dated as of October 6, 2015 (the “Amendment Date”), is entered into by and between Trinseo US Holding, Inc., formerly known as Styron US Holding, Inc., (the “Company”) and Martin Pugh (“Executive”).

WHEREAS, Executive is employed by the Company pursuant to a Trinseo US Holding, Inc., formerly known as Styron US Holding, Inc., Employment Agreement, dated March 1, 2013 (as may be further amended, modified or supplement from time to time, collectively, the “Agreement”);

WHEREAS, Section 23 of the Agreement provides that the Agreement may be modified by a written instrument executed by Executive and the Company; and

WHEREAS, Executive and the Company desire to amend the Agreement to provide for a change in position of Executive from Senior Vice President and Business President, Performance Materials to Executive Vice President and Chief Operating Officer of the Company.

NOW, THEREFORE, in consideration of the above premises, the parties hereto, intending to be legally bound, hereby amend the Agreement as follows, effective as of November 1, 2015:

1.Section 1 , paragraph (a) of the Agreement is amended and restated in its entirety by replacing the first paragraph with the following:

(a)The Executive shall serve as Executive Vice President and Chief Operating Officer of the Company and shall be a member of the Company’s Executive Leadership Team.  In this capacity, Executive shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other executive duties, authorities and responsibilities as may reasonably be assigned to the Executive that are not inconsistent with the Executive’s position as Executive Vice President and Chief Operating Officer of the Company.  The Executive’s principal place of employment with the Company will be in Horgen, Switzerland.  The Executive will report directly to the Company’s Chief Executive Officer.

2.Section 3 of the Agreement is amended and restated in its entirety with the following:

3.  BASE SALARY.  During the Employment Term, the Company agrees to pay the Executive an annual base salary of not less than 600,000 CHF (Swiss francs) per annum, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly.  The Executive’s base salary shall be subject to annual review by the Board (or committee thereof) during the first ninety (90) days of each calendar year, and the base salary in respect of such calendar year may be increased above, but not decreased below, its level for the preceding calendar year, by the Board.  The base salary as determined herein and adjusted from time to time shall constitute “Base Salary” for purposes of this Agreement.

3.Section 4 of the Agreement is amended and restated in its entirety with the following:

4.ANNUAL BONUS.  During the Employment Term, the Executive shall be eligible for a discretionary annual cash performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Employment Term, to the extent based on performance against objective performance criteria.  The performance criteria for any particular calendar year shall be determined in good faith by the Board, no later than ninety (90) days after the commencement of such calendar year.  Effective as of  the Executives targeted Annual Bonus for a calendar year shall equal 75% of the Executive’s Base Salary for such calendar year (the “Target Bonus”) if target levels of performance for such year are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Board for such year when it establishes the targets and performance criteria for such year; provided that the Executive’s maximum Annual Bonus for any calendar year during the Employment Term shall equal 200% of the Target Bonus for such calendar year.  The Executive’s Annual Bonus for a calendar year shall be determined by the Board after the end of the applicable calendar year, based on the level of achievement of the applicable performance criteria, and shall be paid to the Executive in the calendar year following the calendar year to which such Annual Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to continued employment at the time of payment (except as otherwise provided in section 8 hereof).

4.In all other respects, the provisions of the Agreement, as amended, are hereby ratified and confirmed, and they shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day first above written.

TRINSEO US HOLDING, INC.:		EXECUTIVE:
By:	/s/Christopher Pappas	By:	/s/Martin Pugh
Christopher Pappas, President and CEO		Martin Pugh

EX-99.1

Exhibit 99.1

Press contact:
Trinseo
Donna St.Germain Tel: +1-610-240-3307
Email:stgermain@trinseo.com Press contact, Europe/Asia:
Porter Novelli
Sylva De Craecker
Tel : + 32 478 27 93 62
sylva.de.craecker@porternovelli.be Investor Contact:
Trinseo
David Stasse
Tel : +1 610-240-3207
Email: dstasse@trinseo.com

FOR IMMEDIATE RELEASE

Trinseo Executive Leadership Changes:  Pugh Named COO

Stedman and Yarkadas Join as Business Presidents; Reverberi, Al Jabi Named to New Business Director Roles

Berwyn, PA — October 7, 2015  —  Trinseo (NYSE:TSE), a global materials company and manufacturer of plastics, latex and synthetic rubber, has announced a number of leadership changes to add depth to the executive team, and in support of the company’s continued emphasis on governance and succession planning.

“These changes to our executive leadership team reflect Trinseo’s continued maturation as a public company,” said Chris Pappas, President and CEO of Trinseo. “We are establishing the COO position as an interim role as the company implements a number of strategic initiatives that must be integrated into our businesses. Martin Pugh’s broad industry experience makes him the ideal executive to drive these strategic initiatives.”

·Martin Pugh, Senior Vice President and Business President for Performance Materials, has been named Executive Vice President and Chief Operating Officer (COO) of Trinseo. He will report to Chris Pappas, President and CEO of Trinseo.  In this newly created interim role, Pugh will elevate his focus  to stimulate and support cross-business optimization initiatives; lead, mentor and partner with the new Business Presidents on key strategic business issues;  and support strategic efforts across the company.

·Tim Stedman will join Trinseo as Senior Vice President and Business President, Basic Plastics and Feedstocks. He will report to Pugh. Stedman was most recently Business Director, Basic Chemicals, at ExxonMobil Chemical.  During his 22-year career at ExxonMobil Chemical, Stedman worked in manufacturing, commercial, product management, strategy development and global business leadership, including assignments in Belgium, the U.S. and the U.K. He has a bachelor’s degree in Chemical Engineering from University of Manchester Institute of Science and Technology.  Stedman will join the Executive Leadership Team (ELT) and be based in Horgen, Switzerland.

·Hayati Yarkadas will join Trinseo as Senior Vice President and Business President, Performance Materials.  He will report to Pugh.  Yarkadas was most recently Senior Vice President and General Manager, Europe, for Tate & Lyle.  Prior to that, he worked for DuPont in a series of sales and marketing manager roles, and later was Global Business Director for Advanced Glass Interlayers, and General Manager of the DuPont Teijin Films joint venture.  He has a master’s degree in Mechanical

Engineering from Istanbul Technical University, and an MBA from Imperial College London. Yarkadas will join the Executive Leadership Team (ELT) and be based in Horgen, Switzerland.

“The additions of Hayati Yarkadas and Tim Stedman as Business Presidents will add tremendous experience and industry knowledge to further our business strategies,” said Pappas.  “As Trinseo continues to mature as a public company, these moves will add depth to our executive leadership.”

In addition, the following leadership changes were recently announced in the business units.

·Francesca Reverberi, Global Business Director, Synthetic Rubber, has been named Global Business Director for the newly created Basic Plastics business. She will have global business responsibility for the Styrenic Polymers (including Polystyrene, ABS and SAN) and Polycarbonate businesses. Reverberi joined Trinseo in 2010 as Product Director for Latex Europe and Americas, and later moved to the Synthetic Rubber business as Product Director in 2011.  She was named to her most recent role as Global Business Director in January 2012.  Prior to Trinseo, she held a variety of business leadership roles at Dow Chemical, including product director for Emulsion Polymers, market researcher, account manager and commercial manager for Aromatics Derivatives.  Prior to joining Dow, she completed her thesis while at Agip Petroli (Sannazzaro refinery), an Italian Petrochemical company.  She has a master’s degree in Engineering from Politecnico di Milano, and an MBA from SDA Bocconi. Reverberi will report to Stedman and remain located in Horgen, Switzerland.

·Celso Magri, Marketing Manager, Styrenic Polymers, Europe/MEA, has been named Global Product Director, Basic Plastics. He will have global product management responsibility for Styrenic Polymers (including Polystyrene, ABS and SAN) and Polycarbonate.  Magri joined Trinseo in 2013 as Styrenic Polymers Marketing Manager for Europe.  He has more than 20 years of experience in marketing, sales and business development in Dow Europe and Rohm and Haas. He has a master’s degree in Engineering from Escola Politecnica-USP, and an MBA from London Business School.  He will report to Reverberi and remain located in Horgen, Switzerland.

·Samer Al Jabi, Global Product Director for Styrenic Polymers, has been named Global Business Director, Synthetic Rubber. Al Jabi joined Trinseo in 2010 as Global Market Manager for Construction, Infrastructure, and Transportations markets, and was promoted to his current role in 2012.  Prior to Trinseo, held positions at Dow Chemical in sales, marketing and new business development.  Prior to Dow, he worked in sales roles in the construction sector in Jordan and the United Arab Emirates. Al Jabi has a master’s degree in Mechanical Engineering from Jordan University of Science & Technology, and an MBA from The University of Sheffield in England. He will report to Yarkadas and remain located in Horgen, Switzerland.

“These changes in business leadership are in recognition of the continued development of these talented leaders,” said Pappas.  “It also demonstrates the company’s commitment to career growth from within and leadership development for our people.”

All roles are effective November 1, 2015.

About Trinseo

Trinseo is a leading global materials company and manufacturer of plastics, latex and rubber, dedicated to collaborating with customers to deliver innovative and sustainable solutions. Trinseo’s technology is used by customers in industries such as home appliances, automotive, building & construction, carpet, consumer electronics, consumer goods, electrical & lighting, medical, packaging, paper & paperboard, rubber goods and tires. Trinseo had approximately $5.1 billion in revenue in 2014, with 19 manufacturing sites around the

world, and approximately 2,100 employees. More information can be found on Trinseo’s website. Formerly known as Styron, Trinseo completed its renaming process in the first quarter of 2015.

###

Note on Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this press release may include, without limitation, forecasts of growth, revenues, business activity, acquisitions, financings and other matters that involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. As a result of the foregoing considerations, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.