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): August 31, 2015

Commission File Number: 1-9852

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	11-1797126
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)

26 Summer Street, Bridgewater, Massachusetts 02324

(Address of Principal Executive Offices, Including Zip Code)

(508) 819-4200

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 August 31, 2015, the Compensation and Management Development Committee of the Board of Directors of Chase Corporation (the “Company”) approved the Chase Corporation Annual Incentive Plan and the Chase Corporation Long Term Incentive Plan, in each case for the Company’s fiscal year ending August 31, 2016.

Consistent with prior years, the Annual Incentive Plan provides participating executive team members the opportunity for cash bonuses based on the Company achieving a preset annual goal or target relating to earnings before interest expense, taxes, depreciation and amortization (EBITDA) for fiscal 2016. For each participating executive team member, target awards are valued at a specified percentage of base salary. The threshold for any payments to be made under the plan is 90% of the EBITDA target, at which point 50% of the target bonus would be paid. The maximum award of 200% of the target would be paid if actual EBITDA under the plan equals or exceeds 120% of the target.

Also consistent with prior years, the Long Term Incentive Plan provides the opportunity for participating executive team members to participate in the long term growth of the Company through three types of equity awards: performance-based restricted stock awards, time-based restricted stock awards, and stock option awards. For the Chief Executive Officer, the performance share portion represents 50% of the total award (at target) and the time-based restricted stock and stock option awards represents 25% each. For the Chief Financial Officer, the performance share portion represents 67% of the total award (at target) and the time-based restricted stock awards represent the remaining 33%. The performance-based restricted stock is granted subject to achieving certain preset annual goals relating to the Company’s earnings per share (EPS) for fiscal 2016, and can be adjusted up or down depending on performance.  For any of the performance-based shares to vest, 90% of the EPS target must be met, at which point 50% of the award would vest. The full award would vest at 100% of the EPS target, and the award may be adjusted upward to a maximum of 200% of the target award at 120% of the EPS target. For purposes of the plan, EPS is determined using the number of weighted average diluted shares outstanding on August 31, 2015, the last day of fiscal year 2015. The time-based restricted stock awards will vest on the last day of the Company’s 2018 fiscal year if continued employment conditions are met. Stock options are valued using a Black-Scholes calculation, and vest in three equal annual installments beginning on the last day of fiscal 2016.

The above summaries of the Chase Corporation Annual Incentive Plan and the Chase Corporation Long Term Incentive Plan are qualified in their entirety by the copies of such plans filed as exhibits to this Current Report on Form 8-K and incorporated herein by this reference.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

99.1	Chase Corporation Annual Incentive Plan for Fiscal Year 2016
99.2	Chase Corporation Long Term Incentive Plan for Fiscal Year 2016

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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, thereunto duly authorized.

	Chase Corporation
Dated: September 4, 2015	By:	/s/ Kenneth J. Feroldi
		Kenneth J. Feroldi
		Treasurer and Chief Financial Officer

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EX-99.1

Exhibit 99.1

CHASE CORPORATION

ANNUAL INCENTIVE PLAN

Fiscal Year 2016

The Company, in addition to salary and benefits provides further cash compensation to key employees based on achieving preset annual goals.

The plan is maintained and paid at the sole discretion of the Board of Directors and may be modified or suspended at any time by the Board.

Upon approval by the Board of Directors, the CFO will administer the plan.

It is the intent of the Board of Directors to exclude the effect of unusual events and expenses from the calculation.  The Compensation and Management Development Committee is given the authority by the Board to use its discretion in determining relevant exclusions.

Targets, awards, opportunities and associated performance award methodology and eligibility requirements will be established by the Compensation and Management Development Committee for the Executive Chairman, Chief Executive Officer, and Chief Financial Officer and approved by the Board of Directors.  For senior management, the Executive Chairman and the CEO will jointly make recommendations to be approved by the Compensation and Management Development Committee.  For all other employees the Executive Chairman and the CEO will be the approval authority.  See schedule below for award opportunities for the executive officers:

Budgeted Adjusted EBITDA is the target.  Payment threshold is 90% which yields 50% of individual award opportunity.  From 90% to 100% performance — award increases proportionately between 50 and 100%.  Between 100 and 120% of target award is proportionate between 100% and 200%.

Actual v. Target		Award Earned
90	%	50	%
95	%	75	%
100	%	100	%
105	%	125	%
110	%	150	%
115	%	175	%
120	%	200	%

In order for any amounts to be payable under this Annual Incentive Plan, actual results must meet a threshold level of 90% of the target.  There is a cap on the incentive payments of 200% achieved at 120% of target.

Payment is made in cash no later than 75 days from the close of the fiscal year.

Award Opportunity

Executive Chairman	100% of base salary for 100% achievement of target. At 90% of target award is 50% of base salary. For results in excess of target, award increases to 200% of base salary at 120% of target.
Chief Executive Officer	50% of base salary for 100% achievement of target. At 90% of target award is 25% of base salary. For results in excess of target, award increases to 100% of base salary at 120% of target.
Chief Financial Officer	30% of base salary for 100% achievement of target. At 90% of target award is 15% of base salary. For results in excess of target, award increases to 60% of base salary at 120% of target.

In addition to the financial targets the Compensation and Management Development Committee may choose to establish qualitative measurement criteria.  Together with the financial measures these are referred to as critical success factors (CSF).  When utilized, the Executive Chairman’s and the CEO’s CSFs and appropriate weightings are approved by the Board.  The Executive Chairman and the CEO will jointly approve all others.

Other management and non-union bonus participants will have opportunities established by the Executive Chairman and the CEO.

To be eligible an employee must be on the active payroll when the bonus is paid and for at least 6 months prior to the end of the fiscal year.

EX-99.2

Exhibit 99.2

CHASE CORPORATION

Long Term Incentive Plan

Award Design and Grant Process

Fiscal Year Ending August 31, 2016

Key Provisions

1.There are three reward vehicles:  1) Performance-based restricted stock, 2) Time-vested restricted stock and 3) Stock Options.  At least two will be used each year.  For the Chief Executive Officer, Fiscal Year 2016 performance shares will be 50%, time-vested restricted stock will be 25% and stock options will be 25%. For the Chief Financial Officer, Fiscal Year 2016 performance shares will be 67%, and time-vested restricted stock will be 33%.

2.Time-vested restricted stock is fixed and not subject to performance measures and will vest at the end of the third fiscal year after the after the grant date (August 31, 2018), subject to grant date, pricing, and termination provisions listed below.

3.Stock options will be fixed based on a Black-Scholes calculation, and will vest in three equal annual allotments beginning on August 31, 2016, and be exercisable for 10 years.

4.Performance shares will be in the form of restricted stock subject to performance and other criteria as follows.

·Performance measures:  Target is earnings per share (EPS) based on current year’s budget determined by dividing net income by the number of diluted shares outstanding at August 31, 2015 (end of most recent fiscal year). Actual is net income for the measurement period divided by the same number of diluted shares used in the Target.

·Performance measurement period:  September 1, 2015 through August 31, 2016

·Vesting:  2 years after performance measurement period (August 31, 2018)

·Grant date:  first day of measurement period

·Stock price for award:  closing price for last trading day prior to grant date

·Threshold:  the point at which an award is earned (90% of target).  Between threshold and target the award increases on a linear basis.

·Stretch area:  performance in excess of target awarded at a higher rate (200% for 120% achievement) with a cap of 200%.  Between target and cap award increases on a linear basis.

Example:

·Individual opportunity is $50,000 at target; performance share opportunity (50%) is $25,000 at target

·Stock price (8/31/2015) is $25.00

·Threshold is 90% of target

Performance	Payout % of Target		Vesting Shares	Reward Value
Threshold 90%	50	%	500	$	12,500
Target	100	%	1,000	$	25,000
Stretch at 120%	200	%	2,000	$	50,000

Plan metrics:  standard performance measures are 90% threshold, 100% target and 120% maximum.

Standard award measures are 50% at threshold, 100% at target and 200% at maximum.

5.Termination provisions:

Termination Event	Year	Payment in Shares
Retirement	Pro-rated	Paid as scheduled
Voluntary	All shares forfeit	No payment
Without cause	Pro-rated	Paid as scheduled
With cause	All shares forfeit	No payment
Upon change of control	Acceleration at target	Paid at change of control
Death or disability	Pro-rated	Paid as scheduled

6.Eligibility:  key executives and others

Participant	Target % of Base Salary
Adam P. Chase	100	%
Kenneth J. Feroldi	45	%

Award opportunities are set annually and the plan is subject to the approval of the Compensation and Management Development (C&MD) Committee and may be modified from time to time.

FY 2016 SCHEDULE

·Q4 FY15           Board approves continuance of plan and sets grant date

·Q4 FY15           Goals and awards proposed by management for FY16

·Q4 FY15           C&MD Committee reviews and approves FY16 plan

·Q1 FY16           Management presents FY15 plan achievement

·Q1 FY16           C&MD Committee approves FY15 results

·Q1 FY17           Management presents assessment of FY16 goal achievement

·Q1 FY17           C&MD Committee approves FY16 results

·Q4 FY18           Vested FY16 shares are released to participant

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