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 11, 2021

CHASE CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	1-9852	11-1797126
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

295 University Avenue, Westwood, Massachusetts 02090

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (781) 332-0700

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.10 par value	CCF	NYSE American

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 ☐

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 August 11, 2021, 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, 2022.

Consistent with prior years, the Annual Incentive Plan for fiscal 2022 provides participating executive team members the opportunity for cash bonuses based on the Company achieving a preset annual goal or target based on earnings before interest expense, taxes, depreciation and amortization (EBITDA). For fiscal year 2022, budgeted adjusted EBITDA, less the effects of foreign transaction gain (loss), aka EBITDAX, will be used as the EBITDA based target. 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 80% of the EBITDA based target, at which point 50% of the target bonus would be paid. The maximum award of 200% of the target bonus would be paid if the actual EBITDA based results 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 and Chief Financial Officer, the performance share portion represents 50% of the total award (at target) and the time-based restricted stock and stock option awards represent 25% each. The performance-based restricted stock is granted subject to achieving certain preset goals relating to the Company’s earnings per share (EPS) and return on invested capital (ROIC) and can be adjusted up or down depending on performance. The EPS and ROIC related goals are weighted for 80% and 20% of the total award, respectively.  For any of the performance-based shares to vest, 80% of either the EPS or ROIC target must be met, at which point 50% of the award (weighted applicably) would vest. The full award would vest at achievement of 100% of both the EPS and ROIC target and the award may be adjusted upward to a maximum of 200% of the target award if 120% of each target is achieved. For purposes of the plan, EPS is determined using the number of weighted average diluted shares outstanding on August 31, 2021, the last day of fiscal year 2021. For purposes of the plan, ROIC is determined using the 3-year average ROIC, calculated as earnings before interest and tax, divided by the sum of equity and debt less cash. The time-based restricted stock awards will vest on the last day of the Company’s 2024 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 2022.

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

Exhibit No.	Description
99.1	Chase Corporation Annual Incentive Plan for Fiscal Year 2022
99.2	Chase Corporation Long Term Incentive Plan for Fiscal Year 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: August 13, 2021	By:	/s/ Michael J. Bourque
		Michael J. Bourque
		Treasurer and Chief Financial Officer

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EX-99.1

Exhibit 99.1

CHASE CORPORATION

ANNUAL INCENTIVE PLAN

Fiscal Year 2022

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

For fiscal year 2022, budgeted Adjusted EBITDA, less the effects of foreign transaction gain (loss), aka EBITDAX, is the target. Payment threshold is 80% of the target which yields 50% of individual award opportunity. There is a cap on the incentive payments of 200% achieved at 120% of the target performance.

Actual v. Target	Award Earned
80% of target	50	%
90% of target	75	%
100% of target	100	%
110% of target	150	%
120% of target	200	%

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

Award Opportunity

Chief Executive Officer	100% of base salary for 100% achievement of target. At 80% of target award is 50% of base salary. For results in excess of 100% target, award increases to 200% of base salary at 120% of the target.
Chief Financial Officer	60% of base salary for 100% achievement of target. At 80% of target award is 30% of base salary. For results in excess of 100% target, award increases to 120% of base salary at 120% of the 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 Chief Executive Officer’s CSFs and appropriate weightings are approved by the Board.  The Executive Chairman and the Chief Executive Officer will jointly approve all others.

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

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, 2022

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 and Chief Financial Officer, Fiscal Year 2022 performance shares will be 50%, time-vested restricted stock will be 25% and stock options will be 25%.

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 grant date (August 31, 2024), 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, 2022 and be exercisable for 10 years.

4. Performance shares, designed to challenge and, when warranted, award executive leadership’s management of both the balance sheet and income statement, will be in the form of restricted stock subject to performance and other criteria as follows.

· Performance measure 1:

o Target is earnings per share (EPS) based on Fiscal Year 2022’s budget; by dividing net income by the number of diluted shares outstanding at August 31, 2021 (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.

o Performance measurement period: September1, 2021 through August31, 2022

o Vesting: 2 years after performance measurement period (August31, 2024)

o Grant date: first day of measurement period

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

o Threshold: the point at which an award is earned (80% of the target). Between threshold and target the award increases on a linear basis.

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

o Weighted value in award opportunity: 80%

Example:

· Individual opportunity is $50,000 at target; performance share opportunity (50%) is $25,000 at target; 80% of LTIP value relates to performance measure 1 (or $20,000).

· Stock price (8/31/2021) is $100.00

· Threshold is 80% of target

Performance	Payout % of Target		Vesting Shares	Reward Value
Threshold 80% of target	50	%	100	$	10,000
Target	100	%	200	$	20,000
Stretch at 120% of target	200	%	400	$	40,000

Plan metrics: standard performance measures are 80% threshold, 100% target and 120% maximum.

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· Performance measure 2:

o Target is trailing three-year average Return on Invested Capital (“ROIC”) calculated using the budget for fiscal Year 2022 and prior two years’ (Fiscal years 2021 and 2020) actual results. Actual ROIC for the measurement period will be calculated using actual results for the three years ending August 31, 2022.

o Performance measurement period: September1, 2019 through August31, 2022

o Vesting: 2 years after performance measurement period (August31, 2024)

o Grant date:September 1, 2021, the first day of fiscal year 2022

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

o Threshold: the point at which an award is earned (80% of the target). Between threshold and target the award increases on a linear basis.

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

o ROIC defined as Earnings before Interest Expense and Income Tax, divided by the sum of equity and debt less cash on hand (ROIC = EBIT / (Equity + Debt - Cash)).

o Weighted value in award opportunity: 20%

Example:

· Individual opportunity is $50,000 at target; performance share opportunity (50%) is $25,000 at target; 20% of LTIP value relates to performance measure 2 (or $5,000).

· Stock price (8/31/2021) is $100.00

· Threshold is 80% of target

Performance	Payout % of Target		Vesting Shares	Reward Value
Threshold 80% of target	50	%	25	$	2,500
Target	100	%	50	$	5,000
Stretch at 120% of target	200	%	100	$	10,000

Plan metrics: standard performance measures are 80% threshold, 100% target and 120% maximum

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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%
Michael J. Bourque		60%

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 2022 SCHEDULE

· Q4 FY21 Board approves continuance of plan and sets grant date

· Q4 FY21 Goals and awards proposed by management for FY22

· Q4 FY21 C&MD Committee reviews and approves FY22 plan

· Q1 FY22 Management presents FY21 plan achievement

· Q1 FY22 C&MD Committee approves FY21 results

· Q1 FY23 Management presents FY22 plan achievement

· Q1 FY23 C&MD Committee approves FY22 results

· Q4 FY24 Vested FY22 shares are released to participant

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XML

Document and Entity Information	Aug. 11, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 11, 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
Trading Symbol	CCF
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0000830524
Amendment Flag	false