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

October 14, 2021

(Date of Report/Date of earliest event reported)

SENSIENT TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	001-07626	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:

☐
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)

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

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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, par value $0.10 per share	SXT	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.

(b) and (d). On October 14, 2021, the Board of Directors (the “Board”) of Sensient Technologies Corporation (the “Company”) increased the size of the Board from ten to eleven members pursuant to Section 3.2(a) of the Company’s Amended and Restated By-laws and elected Sharad Jain as a director, effective December 1, 2021, to serve until the 2022 annual meeting of shareholders and until his successor is elected and qualified. Mr. Jain will serve on the Audit and Scientific Advisory Committees of the Board.

Mr. Jain will be compensated on the same basis as all other non-employee directors of the Company, as described under “Director Compensation and Benefits” in the Company’s definitive proxy statement for its 2021 annual meeting of shareholders. Upon his election to the Board, Mr. Jain will be entitled to receive a pro rata portion of the annual cash retainer payable to non-employee directors for the 2021 calendar year.

There are no arrangements or understandings pursuant to which Mr. Jain was elected as a director, and there are no related party transactions between the Company and Mr. Jain reportable under Item 404(a) of Regulation S-K.

Also on October 14, 2021, Edward Cichurski notified the Board that he does not intend to seek reelection and will retire from the Board at the end of his current term expiring at the 2022 annual meeting of shareholders.  Mr. Cichurski has served as a director of the Company since 2013.  Following Mr. Cichurski’s announcement, the Board acted to approve a reduction in the size of the Board from eleven directors to ten directors effective as of the date of the 2022 annual meeting of shareholders.

A copy of the press release announcing the foregoing is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Sensient Technologies Corporation, dated October 14, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
By:	/s/ John J. Manning
Name:	John J. Manning
Title:	Senior Vice President, General Counsel, and Secretary
Date:	October 15, 2021

EX-99.1

Exhibit 99.1

	Sensient Technologies Corporation
	777 East Wisconsin Avenue
News Release	Milwaukee, WI 53202
	www.sensient.com

Contact:	Amy Agallar
	(414) 347-3706

Sensient Technologies Corporation

Elects Sharad Jain to its Board of Directors

Current Director Edward Cichurski to Retire

MILWAUKEE, WI - October 14, 2021 - Sensient Technologies Corporation (NYSE: SXT) today announced that it will increase the size of the Board of Directors from ten to eleven, and will elect Sharad Jain to its Board of Directors, both effective December 1, 2021.  The Company also announced that current director Edward Cichurski will not seek reelection and will retire from the Board at the end of his current term expiring at the 2022 annual meeting of shareholders.

 “We are pleased to welcome Sharad to the Board,” said Paul Manning, Chairman, President, and Chief Executive Officer of Sensient Technologies Corporation.  “Sharad brings extensive financial and audit expertise in both the consumer products and industrial space.  He also has significant advisory experience in mergers and acquisitions, as well as supporting clients on tax strategies, systems implementations, and business risk management.  I look forward to Sharad’s contributions to the Board as we pursue our goal of delivering value to shareholders.”

 “I would like to thank Ed for his substantial service to Sensient since he joined the Board in 2013.  Throughout his tenure the Company has changed significantly. Ed’s leadership and counsel during this period have been invaluable.  I look forward to working with Ed through the rest of his term and wish him the best in his retirement,” said Mr. Manning.

- MORE –

Bio and Additional Information

Mr. Jain has more than 33 years of experience providing audit and audit-related services to large global companies with the international accounting firm PricewaterhouseCoopers (he retired from the firm in 2020). His experience includes service as the Global and US Automotive Assurance Sector Leader from 2012 until 2015, and service as a senior partner in the firm’s Governance Insights Center from 2018 until 2020.  He also led the firm’s Consumer and Industrial Products Assurance teams in Detroit and Chicago and served on the firm’s Global Auditing Committee, which oversees the quality and consistency of the firm’s global audit methodology and tools.

Mr. Jain is a Certified Public Accountant, recipient of the Elijah Watt Sells Award, and was trained as a Chartered Accountant in the UK before moving to the USA with PricewaterhouseCoopers.

Mr. Jain will serve on the Audit and Scientific Advisory Committees of the Board.

About Sensient Technologies

Sensient Technologies Corporation is a leading global manufacturer and marketer of colors, flavors, and other specialty ingredients. Sensient uses advanced technologies and robust global supply chain capabilities to develop specialized solutions for food and beverages, as well as products that serve the pharmaceutical, nutraceutical, cosmetic, and personal care industries. Sensient’s customers range in size from small entrepreneurial businesses to major international manufacturers representing some of the world’s best-known brands. Sensient is headquartered in Milwaukee, Wisconsin.

www.sensient.com

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Document and Entity Information	Oct. 14, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 14, 2021
Entity Registrant Name	SENSIENT TECHNOLOGIES CORP
Entity Incorporation, State or Country Code	WI
Entity File Number	001-07626
Entity Tax Identification Number	39-0561070
Entity Address, Address Line One	777 East Wisconsin Avenue
Entity Address, City or Town	Milwaukee
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53202-5304
City Area Code	414
Local Phone Number	271-6755
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000310142
Title of 12(b) Security	Common stock, par value $0.10 per share
Trading Symbol	SXT
Security Exchange Name	NYSE