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) December 12, 2018
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-10716 | 38-2687639 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
38505 Woodward Avenue, Suite 200, Bloomfield Hills, Michigan | 48304 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (248) 631-5450
Not Applicable
(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):
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))
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 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
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 12, 2018, the Board of Directors (the “Board”) of TriMas Corporation, a Delaware corporation (the “Company”), elected Jeffrey Greene as a Class I director of the Company effective as of December 12, 2018. The Board has determined that Mr. Greene is an independent director under NASDAQ listing standards and the Company's independence guidelines, as set forth in its Corporate Governance Guidelines.
Mr. Greene currently serves as an advisor, and is the founding partner, of Orion Advisors Group, a firm specializing in supporting companies with buy-side due diligence, operations planning, supply chain optimization and executive development. He currently serves on the boards of Pretium Packaging, Tekniplex, and The Thiele Kaolin Company, and previously served on the board of CSP Technologies and Solo Cup Company. Previously, he served as President and Chief Executive Officer of Consolidated Container. In addition, he held the roles of Senior Vice President – Consumer Packaging Group of Consolidated Container; Senior Vice President – Operations of Exopack; and President – CPG Products and Director – Strategic Accounts of Union Camp. Mr. Greene has decades of experience in the packaging and consumer packaged goods space.
As a Class I director, Mr. Greene’s initial term will expire at the Company's 2019 annual meeting, or until his successor is elected and qualified or until his earlier resignation or removal. As a non-employee director, Mr. Greene will receive compensation in the same manner as the Company's other non-employee directors, which compensation the Company previously disclosed in its Proxy Statement for the Company's 2018 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 2, 2018.
The Company's press release dated December 13, 2018 announcing the election is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished herewith:
Exhibit No. | Description | |||
99.1 | ||||
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.
TRIMAS CORPORATION | ||||||
Date: | December 13, 2018 | By: | /s/ Joshua A. Sherbin | |||
Name: | Joshua A. Sherbin | |||||
Title: | Sr. Vice President, General Counsel and Secretary | |||||
FOR IMMEDIATE RELEASE CONTACT: Sherry Lauderback VP, Investor Relations & Communications (248) 631-5506 sherrylauderback@trimascorp.com TRIMAS ANNOUNCES APPOINTMENT OF JEFF GREENE TO BOARD OF DIRECTORS BLOOMFIELD HILLS, Michigan, December 13, 2018 – TriMas (NASDAQ: TRS) announced today that its Board of Directors has appointed Jeffrey Greene as a new director. Mr. Greene currently serves as an advisor, and is the founding partner, of Orion Advisors Group, a firm specializing in supporting companies with buy-side due diligence, operations planning, supply chain optimization and executive development. “We are excited to have Jeff join our team as a member of TriMas’ Board of Directors,” said Thomas A. Amato, TriMas’ President and Chief Executive Officer. “He brings significant leadership and governance experience, with more than 35 years at companies in the packaging, consumer products and industrial markets. In particular, Jeff brings to TriMas’ Board proven executive leadership with packaging companies and relevant skills that will complement our existing Board as we shape TriMas’ future.” Mr. Greene currently serves on the boards of Pretium Packaging, Tekniplex and The Thiele Kaolin Company, and previously served on the board of CSP Technologies, until it was sold earlier this year, as well as the board of the Solo Cup Company. Previously, he served as President and Chief Executive Officer of Consolidated Container, an approximately $850 million in revenue, rigid plastic packaging company, which served a variety of end markets and had more than 50 manufacturing sites in North America. During his tenure at Consolidated Container, Mr. Greene successfully executed multiple acquisitions and repositioned the company as a growth leader in target markets while improving margins and returns. In addition, he held the roles of Senior Vice President – Consumer Packaging Group of Consolidated Container; Senior Vice President – Operations of Exopack; and President – CPG Products and Director – Strategic Accounts of Union Camp. Mr. Greene has decades of experience in the packaging and consumer packaged goods space. Mr. Greene earned a Bachelor of Science from Springfield College in Springfield, Mass. and has participated in several executive education programs through Harvard, Northwestern and Wharton. With the appointment of Mr. Greene, TriMas’ Board of Directors now consists of nine members, eight of whom are independent. About TriMas TriMas is a diversified industrial manufacturer of products for customers in the consumer products, aerospace, industrial, petrochemical, refinery and oil & gas end markets with approximately 4,000 dedicated employees in 13 countries. We provide customers with a wide range of innovative and quality product solutions through our market-leading businesses, which we report in three segments: Packaging, Aerospace and Specialty Products. The TriMas family of businesses has strong brand names in the markets served, and operates under a common set of values and strategic priorities under the TriMas Business Model. TriMas is publicly traded on the NASDAQ under the ticker symbol “TRS,” and is headquartered in Bloomfield Hills, Michigan. For more information, please visit www.trimascorp.com. # # #