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): February 5, 2019

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.)

295 University Avenue, Westwood, Massachusetts 02090

(Address of Principal Executive Offices, Including Zip Code)

(781) 332-0700

(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:

☐    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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

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 February 5, 2019, Chase Corporation (the “Company”) announced that, as part of the Company’s succession plan and as approved by the Board of Directors of the Company, Christian J. Talma has been appointed Chief Financial Officer, and Kenneth J. Feroldi, the Company’s previous Chief Financial Officer and Treasurer, would continue in his role of Treasurer and remain an executive and employee of the Company. Prior to this appointment, Mr. Talma had served as the Company’s Chief Accounting Officer since August 2018.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.07 — Submission of Matters to a Vote of Security Holders

The 2019 Annual Meeting of Shareholders of Chase Corporation was held on February 5, 2019.  The following proposals were voted on at the 2019 Annual Meeting.  Each proposal is more fully described in the Company’s Definitive Proxy Statement for the 2019 Annual Meeting, as filed with the SEC on December 21, 2018.

Proposal 1 — For the election of nominees for the Board of Directors.  The nine nominees named in the Company’s Definitive Proxy Statement were elected as Directors, to serve until the 2020 Annual Meeting of Shareholders, with the following votes:

Name of Director	In Favor	Votes Withheld	Broker Non-Votes
Adam P. Chase	7,533,992	29,999	1,047,361
Peter R. Chase	7,445,833	118,158	1,047,361
Mary Claire Chase	6,739,817	824,174	1,047,361
Thomas D. DeByle	7,537,737	26,254	1,047,361
John H. Derby III	7,478,361	85,630	1,047,361
Lewis P. Gack	6,797,532	766,459	1,047,361
Chad A. McDaniel	7,533,377	30,614	1,047,361
Dana Mohler-Faria	6,728,229	835,762	1,047,361
Thomas Wroe, Jr.	6,808,304	755,687	1,047,361

Proposal 2 — A non-binding, advisory vote to approve the executive compensation of our named executive officers.  Although this vote is non-binding on the Company or the Board of Directors, the voting results will be reviewed and considered when making future decisions regarding the Company’s executive compensation program.  The proposal passed with the following votes:

In Favor	Votes Against	Abstentions	Broker Non-Votes
7,408,142	131,927	23,920	1,047,363

Proposal 3 — For the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2019.  The proposal passed with the following votes:

In Favor	Votes Against	Abstentions
7,583,896	39,536	987,920

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Section 9 — Financial Statements and Exhibits

Item 9.01  - Financial Statements and Exhibits

(d)           Exhibits.

99.1        Press release issued by Chase Corporation on February 5, 2019 announcing the appointment of Christian J. Talma as Chief Financial Officer.

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release issued by Chase Corporation on February 5, 2019 announcing the appointment of Christian J. Talma as Chief Financial Officer.

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.

8
	Chase Corporation
Dated: February 8, 2019	By:	/s/ Christian J. Talma
		Christian J. Talma
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

A Leading Manufacturer of Protective
Materials for High Reliability Applications

CHASE CORPORATION ANNOUNCES

CFO  APPOINTMENT AND TRANSITION PLAN

Westwood, MA – February 5, 2019 – Chase Corporation (NYSE American: CCF), today announced the appointment of Christian J. Talma to the position of Chief Financial Officer.  Mr. Talma will assume full responsibility of the Finance, Accounting and IT functions of the Company.  Previously, he served as Chief Accounting Officer since joining Chase in August of 2018.

“It’s been extremely fulfilling to be part of this dynamic company as CAO and I’m looking forward to the next chapter with a fantastic team,” Mr. Talma said.  “Our goal is to continue to build on Chase’s strong foundation to achieve our long-term growth and profitability aspirations.”

Adam P. Chase, President and Chief Executive Officer, commented, “Since joining Chase in August, Christian has integrated quickly with our commercial and operational organizations.  He is a thoughtful, innovative leader with a strong background in all elements of strategy and finance.  Christian has a proven ability to build strong teams and deliver optimal performance and growth.”

Mr. Talma replaces Kenneth (Ken) Feroldi who will continue as a Chase company officer fulfilling the role of Treasurer and senior advisor on Investor Relations, Capital Structure and M&A.

Mr. Chase added, “We thank Ken for his many contributions to the Company as CFO, including the integration of NEPTCO, and look forward to the new roles both Ken and Christian will play in the Chase leadership.”

Mr. Talma brings over 23 years of finance and operations experience to Chase.  He spent 14 years in finance leadership roles with increasing responsibility at Siemens, and most recently served as the VP of Operations Finance and Strategy at Haemonetics.  Mr. Talma earned an MBA from NYU’s Stern School of Business and bachelor’s degree in finance from Boston College.

Chase Corporation is a global specialty chemicals company that is a leading manufacturer of protective materials for high-reliability applications across diverse market sectors.  Founded in 1946, the Westwood, Massachusetts-based company employs over 700 people with operations in the North America, Europe and Asia.

Contact:

Ruthanne Hawkins

Shareholder and Investor Relations Department

Phone: (781) 332-0700

E-mail: investorrelations@chasecorp.com

Website: www.chasecorp.com

Cautionary Note Concerning Forward-Looking Statements

Certain statements in this press release are forward-looking.  These may be identified by the use of forward-looking words or phrases such as “believe”; “expect”; “anticipate”; “should”; “planned”; “estimated” and “potential”, among others.  These forward-looking statements are based on Chase Corporation’s current expectations.  The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for such forward-looking statements.  To comply with the terms of the safe harbor, the Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance and that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties which may affect the operations, performance, development and results of the Company's business include, but are not limited to, the following: uncertainties relating to economic conditions; uncertainties relating to customer plans and commitments; the pricing and availability of equipment, materials and inventories; technological developments; performance issues with suppliers and subcontractors; economic growth; delays in testing of new products;  the Company’s ability to successfully integrate acquired operations; the effectiveness of cost-reduction plans; rapid technology changes; and the highly competitive environment in which the Company operates. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.