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): November 4, 2019
(Exact Name of Registrant as Specified in Charter)
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Tennessee
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001-11595
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62-0873631
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1725 Shepherd Road
Chattanooga, Tennessee
37421
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (423) 899-5898
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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ASTE
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The NASDAQ Stock Market LLC
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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.
On November 4, 2019, Astec Industries, Inc. (the “Company”) announced that its Board of Directors has appointed Rebecca Weyenberg to serve as its Chief
Financial Officer, effective as of December 4, 2019. Ms. Weyenberg will succeed David C. Silvious, who resigned as Chief Financial Officer, effective as of December 4, 2019, but will remain employed with the Company until December 31, 2019, to
assist with the transition of Ms. Weyenberg in her new role.
Ms. Weyenberg will receive an annual salary of $375,000, subject to annual review by the Compensation Committee of the Board, and will be eligible to earn
an annual cash bonus with a target award equal to 70% of her base salary, with an opportunity to earn up to 200% of the target award, based on achievement of company and individual performance goals. Ms. Weyenberg will receive a one-time signing
bonus of $75,000, which is repayable in full in the event she voluntarily leaves the Company within two years from her start date. In addition, upon commencement of employment, Ms. Weyenberg will receive a one-time grant of restricted stock units
having a value equal to $200,000 (based on the closing stock price on the date of grant), which will vest in equal annual installments on the first three anniversaries of the grant date, subject to Ms. Weyenberg’s continued employment with the
Company. Ms. Weyenberg will be designated as a Tier II Participant in the Company’s Executive Change in Control Severance Plan, the terms of which were previously described in the “Potential Payments upon Termination or Change-in-Control” section of
the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2019, which description is incorporated herein by reference
Ms. Weyenberg, age 55, joins the Company from Welbilt, Inc., a publicly-traded leading global manufacturer of commercial foodservice equipment, where she
has served as Vice President of Global Finance Operations since November 2017. Prior to her work with Welbilt, Ms. Weyenberg served from 2015 to 2017 as Chief Financial Officer and Assistant General Manager for Berkeley Hall Club, a premier golf
club in Bluffton, South Carolina. Prior to this, Ms. Weyenberg was employed by AGCO Corporation, a publicly-traded global leader in the design, manufacture and distribution of agricultural machinery, where she served as Vice President, Global
Processes, Standards and Shared Services (2010 – 2015) and Vice President Finance, North America Region.
No family relationships exist between Ms. Weyenberg and any of the Company’s directors or other executive officers. There are no arrangements between Ms.
Weyenberg and any other person pursuant to which Ms. Weyenberg was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Ms. Weyenberg has a material interest subject to disclosure under Item
404(a) of Regulation S-K.
In connection with his resignation, the Company and Mr. Silvious have agreed to enter into a Separation Agreement and General Release (a “Separation
Agreement”). The Separation Agreement will provide that, in consideration of Mr. Silvious’ execution and non-revocation of a release of claims in favor of the Company, Mr. Silvious will be entitled to a gross amount equal to nine months of his base
salary, less withholdings and deductions, payable in three equal, quarterly installments beginning on March 31, 2020.
In addition to the foregoing and certain other additional benefits detailed therein, the Separation Agreement will provide that Mr. Silvious is entitled to
the compensation and benefits payable pursuant to the terms of his employment, including accrued but unpaid salary and accrued and vested amounts under the Company’s retirement and benefits plans. Under the Separation Agreement, Mr. Silvious will
agree not to compete against the company or solicit the Company’s employees or customers for a period of twelve months. The Separation Agreement will also include confidentiality provisions applicable to Mr. Silvious.
The press release attached as Exhibit 99.1 includes additional information regarding the foregoing and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated November 4, 2019 issued by the Company
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.
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Date: November 4, 2019
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ASTEC INDUSTRIES, INC.
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By: /s/ Barry Ruffalo
Barry Ruffalo
Chief Executive Officer
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