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): June 19, 2013
1-12340
(Commission File Number)
GREEN MOUNTAIN COFFEE
ROASTERS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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03-0339228 |
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(Jurisdiction of |
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(IRS Employer |
33 Coffee Lane, Waterbury, Vermont 05676
(Address of registrant’s principal executive office)
(802) 244-5621
(Registrant’s telephone number)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of New Directors
On June 19, 2013, the Board of Directors (the “Board”) of Green Mountain Coffee Roasters, Inc. (the “Company”) increased the number of directors of the Company from ten to thirteen and appointed John D. Hayes, Susan Saltzbart Kilsby and Robert A. Steele, each to serve as a director of the Company. Effective immediately, Mr. Steele became a Class I Director with a term that expires at the Company’s 2015 Annual Meeting where he will stand for election by stockholders. Mr. Steele now serves on the Audit and Finance and Compensation and Organizational Development Committees. Effective July 1, 2013, Ms. Kilsby will become a Class II Director with a term that expires at the Company’s 2016 Annual Meeting where she will stand for election by stockholders. Ms. Kilsby will serve on the Audit and Finance and Governance and Nominating Committees. Effective July 1, 2013, Mr. Hayes will become a Class III Director with a term that expires at the Company’s 2014 Annual Meeting where he will stand for election by stockholders. Mr. Hayes will serve on the Compensation and Organizational Development and Corporate Social Responsibility Committees. A copy of the press release containing the announcement of Messrs. Hayes and Steele and Ms. Kilsby’s appointment is attached as Exhibit 99.1.
Messrs. Hayes and Steele and Ms. Kilsby will each participate in the standard compensation plan for non-employee directors, including a pro-rata portion of the Director’s annual retainer and equity grant of options and restricted stock units, as described in the Company’s proxy statement filed with the Securities and Exchange Commission. There is no arrangement or understanding pursuant to which any of Messrs. Hayes and Steele or Ms. Kilsby were elected as a director, and there are no related party transactions between the Company and any of Messrs. Hayes and Steele or Ms. Kilsby that would require disclosure under Item 404(a) of Regulation S-K.
(b) Retirement of Directors
On June 19, 2013, Robert P. Stiller provided notice to the Company of his retirement from the Board, effective immediately. Mr. Stiller served on no Board Committees at the time of his retirement. Mr. Stiller founded the Company in 1981 and served as its President and Chief Executive Officer until 2007. He also served as Chairman of the Board from May 2007 through May 2012 and since has served as a Director. Mr. Stiller confirmed that his retirement was for personal reasons and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Mr. Stiller’s retirement, Mr. Stiller and the Company entered into a letter agreement, dated June 19, 2013 (the “Consulting Agreement”), pursuant to which Mr. Stiller will make himself available for a period of one year following his retirement to provide advisory services and general advice to the Company relating to its corporate social responsibility mission and business innovation strategy. Mr. Stiller will be paid $50,000 per year, pro rated for any fraction of a year that Mr. Stiller makes himself available, plus reimbursement for any reasonable out-of-pocket expenses, in consideration for his consulting services. This summary is qualified in its entirety by the terms of the Consulting Agreement.
A copy of the press release announcing Mr. Stiller’s retirement is attached hereto as Exhibit 99.1.
Also, on June 19, 2013, Lawrence J. Blanford provided notice to the Company of his retirement from the Board, effective June 21, 2013. Mr. Blanford will serve on no Board Committees at the time of his retirement. Mr. Blanford served as the Company’s President and Chief Executive Officer until December 2012. Mr. Blanford confirmed that his retirement was for personal reasons and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Mr. Blanford’s retirement, Mr. Blanford and the Company entered into a letter agreement, dated June 19, 2013 (the “Consulting Agreement”), pursuant to which Mr. Blanford will make himself available until December 31, 2013 to provide general advisory services to the Company. Mr. Blanford will be paid $50,000 per year that Mr. Blanford makes himself available, plus reimbursement for any reasonable out-of-pocket expenses, in
consideration for his consulting services. This summary is qualified in its entirety by the terms of the Consulting Agreement.
A copy of the press release announcing Mr. Blanford’s retirement is attached hereto as Exhibit 99.1.
In response to Messrs. Hayes and Steele and Ms. Kilsby’s appointments and Messrs. Stiller and Blanford’s retirement, the Board size is amended to eleven members.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press release issued on June 20, 2013 announcing the appointment of John Hayes, Susan Saltzbart Kilsby and Robert Steele to the Board of Directors and the retirement of Robert Stiller and Lawrence Blanford from the Board of Directors. |
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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GREEN MOUNTAIN COFFEE ROASTERS, INC. | ||
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By: |
/s/ Brian P. Kelley |
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Brian P. Kelley |
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President and Chief Executive Officer |
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Date: June 20, 2013 |
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Exhibit 99.1
Contacts:
Suzanne DuLong
VP IR & Corporate Communications
T: 802-488-2600
investor.services@GMCR.com
Katie Gilroy
Corporate Communications Manager
T : 781-205-7345
investors.services@GMCR.com
Green Mountain Coffee Roasters Appoints Three New Directors Augmenting Board
Depth, Expertise and Vision to Guide Future Growth
John Hayes, Susan Saltzbart Kilsby and Robert Steele join GMCR’s Board of Directors; Company Founder Robert Stiller Becomes Chairman Emeritus
WATERBURY, Vt. (June 20, 2013) — Green Mountain Coffee Roasters, Inc. (GMCR) (NASDAQ: GMCR), a leader in specialty coffee and single serve beverages with its innovative Keurig® single cup brewing technology, today announced the appointment of three new Directors to its Board: John D. Hayes, Executive Vice President and Chief Marketing Officer of American Express; Susan Saltzbart Kilsby, Senior Advisor to Credit Suisse AG; and Robert A. Steele, former Vice Chairman, Healthcare Strategy for The Proctor & Gamble Company. The appointments coincide with the retirement of two Board members, former President and CEO, Lawrence Blanford, and GMCR founder, Robert Stiller, who becomes Chairman Emeritus following his retirement from the Board.
Commenting on the new members, GMCR’s Chairman of the Board of Directors Norm Wesley said, “John, Susan and Rob are terrific individual leaders with prestigious careers and significant global experience. Each will be a tremendous asset to GMCR as we continue to drive single-serve beverage category expansion and pursue growth opportunities leveraging the strength of our Keurig® brewing technology.”
Mr. Wesley continued, “Bob Stiller’s vision for GMCR has been unwavering and as a result of his foresight, GMCR experienced unprecedented growth as it successfully transitioned from a regionally recognized specialty coffee roaster to a leader in the emerging single-serve beverage category in North America. On behalf of many GMCR stakeholders, including our Board and our executive leadership and all our employees, we express our gratitude to Bob and we are very pleased that he will assume the newly created role of Chairman Emeritus.”
Mr. Stiller stated, “I believe the time is right to retire from the Board and pursue a variety of personal interests. I am confident that GMCR’s culture of innovation, the breadth and depth of our Board and
leadership team, the determination of our employees and the incredible consumer enthusiasm for our brands will continue to drive value for all GMCR stakeholders. It has been the highlight of my business career to serve GMCR and I am enthusiastic to continue to do so in this new role.”
GMCR President and CEO, Brian P. Kelley said, “GMCR has a bright future with growth opportunities in new channels and with new brewer technologies that take the power of Keurig® to new beverages in large part thanks to the solid foundation and building blocks that Larry Blanford and the GMCR team put in place. Personally, I am grateful for Larry’s guidance during my initial days as GMCR’s CEO and on behalf of the Board, our employees, partners, customers and many other GMCR stakeholders, I thank him for his unwavering dedication to the Company.”
Mr. Steele’s appointment is effective June 20, 2013 and Mr. Hayes and Ms. Kilsby’s appointments will be effective July 1, 2013. Mr. Stiller’s retirement was effective June 19, 2013. Mr. Blanford’s retirement will be effective June 21, 2013. Upon Mr. Hayes and Ms. Kilsby’s appointments, GMCR’s Board of Directors will consist of 11 members, 10 of whom are independent.
In connection with Mr. Stiller’s retirement, Mr. Stiller and the Company entered into a letter agreement, dated June 19, 2013, pursuant to which Mr. Stiller will make himself available for a period of one year following his retirement to provide advisory services and general advice to GMCR relating to its corporate social responsibility mission and business innovation strategy. Similarly, in connection with Mr. Blanford’s retirement, Mr. Blanford and the Company entered into a letter agreement, dated June 19, 2013, pursuant to which Mr. Blanford will make himself available until December 31, 2013 to provide general advisory services to GMCR.
Biography Information
John D. Hayes, 58, has been Executive Vice President since May 1995 and Chief Marketing Officer of American Express since August 2003. Prior to joining American Express, Hayes spent over 20 years in the brand and advertising industry. He was President of Lowe & Partners and worked with clients including The Coca-Cola Company. He also has held senior positions at Geer DuBois Inc., Ammirati & Puris and Saatchi & Saatchi Compton. In addition, he has led the development of product position and global campaigns for Citibank, Aetna , Proctor and Gamble, Prudential Insurance, RJR Nabisco, Mercedes-Benz and Reebok.
Mr. Hayes is a Member of the Board of Yahoo! Inc., Board of Trustees of Save the Children and Board of Regents Seton Hall University. He was a previous Board Member of Fairfield Communities Inc., the Association of National Advertisers and The Tiger Woods Foundation. He received a B.A. in Communications from Seton Hall University.
Susan Saltzbart Kilsby, 54, has served as a part-time Senior Advisor to Credit Suisse Group AG since 2009. During her more than 30 years at Credit Suisse, she served as Chairman of Mergers and Acquisitions, EMEA and Vice Chairman of the European Investment Banking Committee, and also led the European Consumer, Retail & Services Investment Banking Group. Her career in global investment
banking also includes senior positions with Barclays de Zoete Wedd, Bankers Trust and The First Boston Corporation.
Ms. Kilsby is currently a Member of the Boards of BBA Aviation PLC, Coca-Cola HBC AG and Shire PLC. She serves as the International Regional Chair of the Committee of 200 and was a founding Member of the Competitor Diversity Forum. She is a Visiting Fellow of the Cass Business School and is Chariman of the M+A Research Centre at Cass. Ms. Kilsby also serves on the Advisory Board of the Yale School of Management and is a Member of the Business Leadership Council of Wellesley College. She previously served on the Board of Directors of L’Occitane S.A. She holds a B.A. in Economics from Wellesley College and an M.B.A. from the Yale School of Management.
Robert A. Steele, 57, is the former Vice Chairman, Healthcare Strategy for The Proctor & Gamble Company. In his 35 years at the company he held several leadership positions including Vice Chairman, Global Health and Well-Being, with responsibility for oral care, feminine care, personal health care, pet care and snack brands; Group President, Household Care; Group President, North America; President, North America; and Vice President, North American Market Development Organization. He began his career in sales before moving to brand management.
Mr. Steele is a Member of the Board of Directors of Beam, Inc. and is an Adviser to CVC Capital Partners Ltd. He previously served on the Board of Directors of the Kellogg Company. He holds a B.A. from College of Wooster and an M.B.A. from Cleveland State University.
Lawrence J. Blanford, 59, served as GMCR’s President, Chief Executive Officer of the Company from May 2007 to December 2012, and will serve as Director until June 21, 2013. Mr. Blanford previously was Chief Executive Officer at Royal Group Technologies Ltd., and President of Strategic Value Consulting, LLC, a consultancy firm. His prior experience included various management positions with Royal Philips Electronics (North America), Maytag Corporation, Johns Manville Corporation, PPG Industries and The Procter & Gamble Company. Mr. Blanford is a member of the Board of Directors of Steelcase Inc . He holds a B.S. degree in Chemical Engineering from the University of Cincinnati and an MBA from Xavier University in Cincinnati.
Robert P. Stiller, 69, founded GMCR in 1981 and served as its President and Chief Executive Officer through May of 2007. He also served as Chairman of the Board from May 2007 through May 2012 and as a Director until June 19, 2013.
About Green Mountain Coffee Roasters, Inc. (NASDAQ: GMCR)
As a leader in specialty coffee and coffee makers, Green Mountain Coffee Roasters, Inc. (GMCR) (NASDAQ: GMCR), is recognized for its award-winning coffees, innovative Keurig® single cup brewing technology, and socially responsible business practices. GMCR supports local and global communities by investing in sustainably-grown coffee, and donating a portion of its profits to social and environmental projects.
GMCR routinely posts information that may be of importance to investors in the Investor Relations section of its website, including news releases and its complete financial statements, as filed with the SEC. The Company encourages investors to consult this section of its website regularly for important information and news.
Additionally, by subscribing to the Company’s automatic email news release delivery, individuals can receive news directly from GMCR as it is released.
Forward-Looking Statements
Certain information contained in this release, including statements concerning expected performance such as those relating to net sales, earnings, cost savings, acquisitions and brand marketing support, are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. Generally, these statements may be identified by the use of words such as “may,” “will,” “would,” “expect,” “should,” “anticipate,” “estimate,” “believe,” “forecast,” “intend,” “plan” and similar expressions intended to identify forward-looking statements. These statements may relate to: the expected impact of raw material costs and our pricing actions on our results of operations and gross margins, expected trends in net sales and earnings performance and other financial measures, the expected productivity and working capital improvements, the ability to maximize or successfully assert our intellectual property rights, the success of introducing and producing new product offerings, ability to attract and retain senior management, the impact of foreign exchange fluctuations, the adequacy of internally generated funds and existing sources of liquidity, such as the availability of bank financing, the expected results of operations of businesses acquired by us, our ability to issue debt or additional equity securities, our expectations regarding purchasing shares of our common stock under the existing authorizations, and the impact of the inquiry initiated by the SEC and any related litigation or additional governmental inquiry or enforcement proceedings.
These and other forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Results may be materially affected by external factors such as damage to our reputation or brand name, business interruptions due to natural disasters or similar unexpected events, actions of competitors, customer relationships and financial condition, the ability to achieve expected cost savings and margin improvements, the successful acquisition and integration of new businesses, fluctuations in the cost and availability of raw and packaging materials, changes in regulatory requirements, and global economic conditions generally which would include the availability of financing, interest, inflation rates and investment return on retirement plan assets, as well as foreign currency fluctuations, risks associated with our information technology systems, the threat of data breaches or cyber-attacks, and other risks described in the Company’s filings with the Securities and Exchange Commission.
Actual results could differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update or revise publicly, any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
GMCR-C
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