UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM
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 14, 2020 (
(Exact name of registrant as specified in its charter)
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with other proactive measures being taken in response to the impacts of the coronavirus disease (“COVID-19”), the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”), upon the recommendation of the Compensation Committee of the Board, has reduced the 2020 base salaries of the Company’s executive officers, including its named executive officers, effective April 20, 2020, for a period of three months or until such later time as determined by the Board (the “Reduction Period”). During the Reduction Period, the base salary of the Company’s Chairman, Chief Executive Officer and President will be reduced by 50%, and the base salaries of all other named executive officers will be reduced by 30%. Where necessary pursuant to the named executive officer’s existing employment agreement with the Company, such named executive officer agreed to waive any breach by the Company that would be triggered by the salary reduction during the Reduction Period. The Board also determined that any compensation or severance payments will be calculated based on each executive officer’s base salary as in effect immediately prior to the forgoing reductions or such greater base salary as may be in effect in the future.
| Item 7.01 | Regulation FD Disclosure. |
In addition, the Board, upon recommendation of the Compensation Committee of the Board, also reduced the cash retainer fees of the non-employee directors of the Company, including the value of any restricted stock units any non-employee director has elected to receive in lieu of cash retainer, by 50%, effective for the second quarter of 2020 or until such later time as determined by the Board. The Company is also implementing salary reductions for most U.S. salaried employees during the Reduction Period, as well as temporary wage and hour reductions outside of the U.S., to help mitigate the financial impact of COVID-19.
The information included in this Item 7.01 shall not be deemed “filed” for the purposes of, or otherwise subject to, the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 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.
Dated: April 14, 2020
Hexcel Corporation
By: /s/ Gail E. Lehman
Name: Gail E. Lehman
Title: Executive Vice President, General Counsel and Secretary