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): April 12, 2020

ACCO BRANDS CORPORATION

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-08454	36-2704017
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Four Corporate Drive

Lake Zurich, Illinois 60047

(Address of Registrant’s Principal Executive Office, Including Zip Code)

Registrant's telephone number, including area code: (847) 541-9500

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 (§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. ☐

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 $0.01 per share	ACCO	NYSE

Section 2 - Financial Information

Item 2.02 - Results of Operations and Financial Condition.

On April 13, 2020, ACCO Brands Corporation (the “Company”) issued a press release announcing the withdrawal of its 2020 financial guidance due to the COVID-19 pandemic. The Company also announced certain other actions the Company has taken and intends to take in response to the economic uncertainty resulting from the pandemic. Attached as Exhibit 99.1 is a copy of the press release, which is incorporated herein by reference.

The information included or incorporated by reference in this Current Report on Form 8-K under this Item 2.02 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 12, 2020, in response to the anticipated impacts of the COVID-19 pandemic on the Company’s business, (i) the Company’s Board of Directors approved a temporary 50% reduction in the base salary of the Company’s Chairman and Chief Executive Officer, Boris Elisman, and (ii) the Company's Compensation Committee approved temporary 30% reductions in the base salaries of the Company’s other named executive officers. Base salaries will be reduced starting with the April 20, 2020 payroll date and will remain at the reduced levels until such time as the Company’s Board of Directors and Compensation Committee, as the case may be, determines is appropriate. The salary reductions are for payroll purposes only.

The Company’s Board of Directors has also agreed to a temporary 50% reduction in the cash retainer payable to its non-employee directors effective April 20, 2020.

Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits

(d)    Exhibits

99.1 Press release of the Company, dated April 13, 2020.

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.

		ACCO Brands Corporation (Registrant)
Date:	April 13, 2020	By:	/s/ Pamela R. Schneider
			Name: Pamela R. Schneider
			Title: Senior Vice President, General Counsel
			and Corporate Secretary

INDEX TO EXHIBITS

Exhibit

Number        Description of Exhibit

99.1 Press Release of the Company, dated April 13, 2020.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

ACCO BRANDS CORPORATION ANNOUNCES

COVID-19 BUSINESS UPDATE AND FIRST QUARTER 2020 EARNINGS WEBCAST

LAKE ZURICH, Ill., April 13, 2020 -- ACCO Brands Corporation (NYSE: ACCO) today announced that due to the uncertainty associated with the global economic disruption from the COVID-19 pandemic, the Company is withdrawing its annual guidance that was given on February 11. The company intends to further discuss its guidance when it reports first quarter earnings on May 4, 2020.

“Our top priority is the safety and well-being of our employees, and we have taken early actions to keep our employees safe. We appreciate the effort everyone is making under difficult circumstances,” said Boris Elisman, Chairman and Chief Executive Officer of ACCO Brands. “We ended 2019 in a strong financial position. As we face the ramifications of the COVID-19 pandemic, we anticipate lower near-term demand in many of our markets. As such, we are taking actions now to better align our costs with the external environment, with minimal permanent workforce reductions at this time,” Elisman continued.

In response to the economic uncertainties, the Company has undertaken many cost reduction initiatives beyond its normal productivity plans and intends to take additional actions in the near future. Some of these additional actions are temporary to further preserve financial flexibility. These actions include a:

• 50-percent temporary reduction in CEO base salary

• 30-percent temporary reduction in base salary of U.S.-based senior executives

• 50-percent temporary reduction in cash retainer fees to the Board of Directors

The company will provide an update on its cost reduction initiatives on its first quarter earnings conference call.

As of March 31, the Company had cash on hand of approximately $91 million, as well as approximately $450 million available on its committed revolving credit facility. There are no debt maturities before May 2024.

The Company also announced that it will release its first quarter 2020 earnings after the market close on May 4, 2020. The Company will host a conference call and webcast to discuss the results on May 5 at 8:30 a.m. EDT. The webcast can be accessed through the Investor Relations section of www.accobrands.com and will be available for replay.

Forward Looking Statements

Statements contained in this press release, other than statements of historical fact, particularly those anticipating future financial performance, business prospects, growth, operating strategies, available liquidity and similar matters are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are generally identifiable by the use of the words "will," "believe," "expect," "intend," "anticipate," "estimate," "forecast," "project," "plan," and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or obligation to update them. Because actual results may differ materially from those suggested or implied by such forward-looking statements, you should not place undue reliance on them when deciding whether to buy, sell or hold the company’s securities.

The results of any cost reduction initiatives and productivity plans depend on numerous factors, including potential changes to the final implementation of these initiatives and plans, and the extent to which they achieve their stated objectives to reduce costs and improve our efficiency and effectiveness. The availability of funds under our revolving credit facility is subject to risks related to potential adverse events affecting our business and the judgment of our lenders as to whether we are permitted to draw funds under the facility at any particular time.

Among the factors that could cause our actual results to differ materially from our forward-looking statements are: the impact, which may intensify, of the COVID-19 global pandemic on our business, operations, results of operation and financial condition, including manufacturing, distribution and supply chain disruptions, delay of customer purchases or loss of customers, the financial condition of our suppliers and customers, including their ability to fund their operations and pay their invoices, the impact of U.S. and foreign government actions being taken and to be taken to curtail the spread of the virus, issues that affect consumer spending decisions during periods of economic uncertainty or weakness, and other risks and uncertainties described in “Part 1, Item 1A” in our Annual Report on Form 10-K for the year ended December 31, 2019, and in other reports we file with the Securities and Exchange Commission.

About ACCO Brands Corporation

ACCO Brands Corporation (NYSE: ACCO) is one of the world's largest designers, marketers and manufacturers of branded academic, consumer and business products. Our widely recognized brands include Artline®, AT-A-GLANCE®, Barrilito®, Derwent®, Esselte®, Five Star®, Foroni®, GBC®, Hilroy®, Kensington®, Leitz®, Mead®, Quartet®, Rapid®, Rexel®, Swingline®, Tilibra®, Wilson Jones® and many others. Our products are sold in more than 100 countries around the world. More information about ACCO Brands, the Home of Great Brands Built by Great People, can be found at www.accobrands.com.

For further information:

Christine HannemanJulie McEwan

Investor RelationsMedia Relations

(847) 796-4320(937) 974-8162

XML

8-K Cover Page	Apr. 12, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 12, 2020
Entity Registrant Name	ACCO BRANDS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-08454
Entity Tax Identification Number	36-2704017
Entity Address, Address Line One	Four Corporate Drive
Entity Address, City or Town	Lake Zurich
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60047
City Area Code	847
Local Phone Number	541-9500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ACCO
Security Exchange Name	NYSE
Entity Central Index Key	0000712034
Amendment Flag	false