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 16, 2017

Ferro Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

Ohio	1-584	34-0217820
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6060 Parkland Boulevard Suite 250, Mayfield Heights, Ohio		44124
_______________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 216-875-5600

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

[  ]  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 16, 2017, the Board of Directors (the “Board”) of Ferro Corporation (the “Company”) increased the size of the Board to eight members and appointed Marran Ogilvie as a member of the Board, effective immediately. Ms. Ogilvie will serve on the Board until the Company’s 2018 annual meeting of shareholders and until her successor is duly elected and qualified. The Board has determined, after considering all of the relevant facts and circumstances, that Ms. Ogilvie is “independent” as defined under NYSE listing standards. The Board has not appointed Ms. Ogilvie to serve on any committee of the Board at this time.

As a non-employee director of the Company, Ms. Ogilvie will be entitled to receive the same cash and equity compensation paid by the Company to each of its non-employee directors as described in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 23, 2017. In addition, the Company will enter into an indemnification agreement with Ms. Ogilvie in the Company’s standard form for directors.

There are no arrangements or understandings between Ms. Ogilvie and any other person pursuant to which she was elected as a director, and there are no transactions in which Ms. Ogilvie has an interest that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.  

The Company issued a press release on October 19, 2017 announcing the appointment of Ms. Ogilvie as a director. A copy of the press release is attached hereto as Exhibit 99 and is incorporated in this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release dated October 19, 2017

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.

	Ferro Corporation
Date: October 19, 2017	By:	/s/ Mark H. Duesenberg
		Name: Mark H. Duesenberg
		Title: Vice President, General Counsel and Secretary

EX-99.1

FERRO ANNOUNCES MARRAN OGILVIE JOINS ITS BOARD OF DIRECTORS

CLEVELAND, OH – October 19, 2017 – Ferro Corporation (NYSE: FOE) today announced the appointment of Marran Ogilvie to its Board of Directors.  Ms. Ogilvie has more than 20 years of executive management and financial experience across a diverse set of business environments, including growth-oriented international businesses.

“We are looking forward to Marran’s contributions as we continue to advance our Value Creation Strategy,” said Peter T. Thomas, Chairman, President and Chief Executive Officer of Ferro.  “Her work on other public company boards and breadth of experience both as a chief operating officer and general counsel of a high-growth company, along with her proven international finance and strategy work, align with our objective of sustaining the highly profitable growth we have achieved in recent years.”

Ms. Ogilvie, who is 49, was a member of Ramius, LLC, an alternative investment management firm, where she served in various capacities from 1994 to 2009 before the firm’s merger with Cowen Group, including as Chief Operating Officer and General Counsel.  Following the merger, Ms. Ogilvie served as Chief of Staff at Cowen Group, Inc. until 2010.

Ms. Ogilvie has served since 2015 as a director of Four Corners Property Trust, Inc., a real estate investment trust, and LSB Industries, Inc., a chemical manufacturing company, and since 2012 as a director for the Korea Fund, a closed-end investment company.

Ms. Ogilvie earned a B.A. from the University of Oklahoma and a J.D. from the St. John’s University School of Law.

About Ferro

Ferro Corporation (www.ferro.com) is a leading global supplier of technology-based functional coatings and color solutions.  Ferro supplies functional coatings for glass, metal, ceramic and other substrates and color solutions in the form of specialty pigments and colorants for a broad range of industries and applications.  Ferro products are sold into the building and construction, automotive, electronics, industrial products, household furnishings and appliance markets.  The Company’s reportable segments include:  Performance Coatings (metal and ceramic coatings), Performance

Colors and Glass (glass coatings), and Color Solutions.  Headquartered in Mayfield Heights, Ohio, the Company has approximately 5,300 associates globally and reported 2016 sales of $1.15 billion.

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Contacts

Investors:

Kevin Cornelius Grant, 216-875-5451

Head of Investor Relations

kevincornelius.grant@ferro.com

Media:

Mary Abood, 216-875-5401

Director, Corporate Communications

mary.abood@ferro.com

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