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
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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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company
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Explanatory Note
On January 20, 2021, Chase Corporation (the “Company”) filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (the “Initial Report”) for the purpose of announcing the Company had terminated without cause Christian J. Talma, its then Treasurer and Chief Financial Officer. This Form 8-K/A is being filed in order to amend and restate the Initial Report to reflect that, in addition to the termination which was effective January 15, 2021, the Company and Mr. Talma entered a severance agreement dated February 1, 2021. The Separation Agreement will become effective February 9, 2021 if not revoked by Mr. Talma prior to such time.
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 January 14, 2021, the Company terminated without cause Christian J. Talma as the Company’s Treasurer and Chief Financial Officer, effective January 15, 2021. His departure as an officer of the Company is not due to a dispute or disagreement with the Company.
Effective with Mr. Talma’s termination, the Company’s Board of Directors (the “Board”) appointed Adam P. Chase, President and Chief Executive Officer, to serve as interim Treasurer and Chief Financial Officer until a successor is named.
The Company and Mr. Talma have entered into a separation agreement dated February 1, 2021 (the “Separation Agreement”), to outline the terms of his departure. Under the terms of the Separation Agreement: Mr. Talma will be eligible to receive up to twelve (12) months of Separation Pay at his current base rate of pay (“Separation Pay”), which amount totals $290,000; and the Company will pay the Employer portion of the COBRA premium for up to twelve months. Equity awards will continue to be governed by the terms and conditions in those agreements previously entered.
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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 | |
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Dated: February 2, 2021 | By: | /s/ Adam P. Chase |
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| Adam P. Chase |
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| President and Chief Executive Officer |
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Document and Entity Information |
Jan. 14, 2021 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K/A |
| Document Period End Date | Jan. 14, 2021 |
| Entity File Number | 1-9852 |
| Entity Registrant Name | CHASE CORPORATION |
| Entity Incorporation, State or Country Code | MA |
| Entity Tax Identification Number | 11-1797126 |
| Entity Address, Address Line One | 295 University Avenue |
| Entity Address, City or Town | Westwood |
| Entity Address State Or Province | MA |
| Entity Address, Postal Zip Code | 02090 |
| City Area Code | 781 |
| Local Phone Number | 332-0700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, $.10 par value |
| Trading Symbol | CCF |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000830524 |
| Amendment Flag | false |