SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2018
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
180 East Broad Street, Columbus, Ohio
(Address of Principal Executive Offices)
(Registrant's Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2018, the Compensation Committee of the Board of Managers of Hexion Holdings LLC, the indirect parent company of Hexion Inc. (the “Company”), approved the 2018 annual incentive compensation plan for employees of the Company, including the Company’s named executive officers and other specified members of management (the “2018 IC Plan”).
Under the 2018 IC Plan, named executive officers have the opportunity to earn cash bonus compensation based upon the achievement of certain corporate or business unit performance targets established with respect to the plan. The performance targets are established based on the following performance criteria: EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to exclude certain non-cash, certain non-recurring expenses and discontinued operations (“Segment EBITDA”); environment, health & safety (“EH&S”) targets which measure severe incident factor OSHA recordable injuries, occupational illness and injury rates, and total environmental incidents; and cash flow.
The performance criteria for participants are weighted by component. Participants have 55% of their incentive compensation tied to achieving corporate or business unit Segment EBITDA targets, 10% tied to the achievement of corporate EH&S goals, and 35% tied to the achievement of corporate or business unit cash flow targets. Minimum, target and maximum thresholds were established for the Segment EBITDA and cash flow performance criteria and target and maximum thresholds were established for the EH&S goals.
The payouts for achieving the minimum thresholds are a percentage of the allocated target award for the component (beginning at 1% for Segment EBITDA and cash flow). The payouts for achieving the maximum thresholds are 175% or 200% of the allocated target award, depending on the participant's position. Payouts for achieving the applicable EH&S measures range from 100% to 200% of the allocated EH&S target award. Each performance measure under the 2018 IC Plan acts independently such that a payout of one element is possible even if the minimum target threshold for another is not achieved.
The foregoing description is qualified by reference to the 2018 IC Plan, which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2018.
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.
April 3, 2018
/s/ George F. Knight
George F. Knight
Executive Vice President and Chief Financial Officer