0001140361-13-015758.txt : 20130405 0001140361-13-015758.hdr.sgml : 20130405 20130405114812 ACCESSION NUMBER: 0001140361-13-015758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130404 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130405 DATE AS OF CHANGE: 20130405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENSIENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000310142 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 390561070 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07626 FILM NUMBER: 13744923 BUSINESS ADDRESS: STREET 1: 777 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142716755 MAIL ADDRESS: STREET 1: PO BOX 737 CITY: MILWAUKEE STATE: WI ZIP: 53201 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL FOODS CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k.htm SENSIENT TECHNOLOGIES CORPORATION 8-K 4-4-2013 form8k.htm
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
April 4, 2013
(Date of Report/Date of earliest event reported)
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
 
WISCONSIN
1-7626
39-0561070
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrant’s telephone number, including area code)
N/A
(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.
 
Beginning April 4, 2013, Sensient Technologies Corporation entered into new change of control agreements with its executive officers that eliminate any tax "gross-up" payments in the event of a change of control.  Sensient's change of control agreements entered into before 2010 included a commitment to pay amounts necessary to cover excise taxes resulting from the change of control.  In 2010 Sensient stopped including the tax gross-up provisions in new change of control agreements, but it did not amend agreements entered into prior to that change in policy.  Sensient’s form of change of control agreement eliminating tax gross-up payments was filed as Exhibit 10.1(b)(3) to its annual report on Form 10-K for the fiscal year ended December 31, 2011, and is incorporated by reference herein.
 
 
 
 
 
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.
 
 
SENSIENT TECHNOLOGIES CORPORATION
  
 
(Registrant)
  
       
 
By:
/s/ John L. Hammond
  
   
Name:
  John L. Hammond
  
   
Title:
  Senior Vice President, General
  Counsel and Secretary
  
       
   
Date: April 5, 2013