UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 8, 2015
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.) | ||
39400 Woodward Avenue, Suite 130, 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))
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 12, 2015, TriMas Corporation, a Delaware corporation (the "Company"), announced that the Company's Board of Directors appointed Robert J. Zalupski as Chief Financial Officer of the Company, effective January 12, 2015. Mr. Zalupski, age 55, has served as the Company’s Vice President Finance, Corporate Development and Treasurer since 2010. Mr. Zalupski previously served as the Company’s Vice President Finance and Treasurer from 2003 to 2010 and joined the Company as director of finance and treasury in 2002. Effective January 12, 2015, A. Mark Zeffiro, the Company’s previous Executive Vice President and Chief Financial Officer, will serve as group president of the Company’s Cequent business on an interim basis. Mr. Zeffiro will serve as president and chief executive officer of the new spin-off entity upon completion of the previously announced tax-free spin-off of 100% of the Company’s Cequent business.
In connection with his appointment as Chief Financial Officer of the Company, Mr. Zalupski will receive an annual base salary of $375,000, subject to increases at the Company’s discretion, and will be eligible to participate in the Company’s annual incentive program at a target level of 60% of his base salary and in the Company’s long-term incentive program at a target level of 150% of his base salary. Mr. Zalupski will also continue to be eligible to participate in the Company’s retirement, health and other benefit plans and equity plans and programs, including performance-based equity programs, generally available to the Company’s executive officers and to receive certain perquisites.
On January 12, 2015, the Company issued a press release announcing the management changes described above. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description |
99.1 | Press Release dated January 12, 2015. |
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: | January 12, 2015 | By: | /s/ Joshua A. Sherbin | |||
Name: | Joshua A. Sherbin | |||||
Title: | Vice President, General Counsel and Corporate Secretary | |||||
Exhibit Index
Exhibit Number | Description |
99.1 | Press Release dated January 12, 2015. |
FOR IMMEDIATE RELEASE CONTACT: Christine Parker
Manager, Investor Relations & Communications
(248) 631-5438
christineparker@trimascorp.com
TRIMAS ANNOUNCES LEADERSHIP CHANGE FOR FINANCE ORGANIZATION
Bob Zalupski Named New TriMas Chief Financial Officer;
Mark Zeffiro Named Group President of Cequent
BLOOMFIELD HILLS, Michigan, January 12, 2015 - TriMas Corporation (NASDAQ: TRS) - a diversified global manufacturer of engineered and applied products - today announced Bob Zalupski as the new chief financial officer of TriMas Corporation, effective immediately. This announcement follows the Company’s previously announced plan to spin-off its Cequent businesses, which is expected to occur in mid-2015. Bob currently serves as TriMas’ vice president of finance, corporate development and treasurer.
"I am pleased to announce Bob’s well-deserved promotion to chief financial officer," said Dave Wathen, president and chief executive officer of TriMas Corporation. "His extensive experience and exceptional track record with the Company make him the ideal executive to help drive TriMas’ financial performance going forward. I am confident Bob will hit the ground running and help TriMas continue to create value for our shareholders.”
Bob joined TriMas in 2002 and has more than 30 years of business and financial management experience. In his current role, Bob manages the Company's acquisitions and divestitures process, and as treasurer, is responsible for TriMas’ global cash management and capital structuring activities. From 1996 to 2002, he was a partner at Arthur Andersen, providing audit, business consulting and risk management services to clients in the manufacturing and automotive supplier industries. Prior to 1996, he held positions of increasing responsibility within the audit practice of Andersen serving publicly held clients in a variety of industries. Bob holds a Bachelor of Business Administration degree with a concentration in Accounting from the University of Michigan and is a Certified Public Accountant and Certified Internal Auditor.
As previously announced, Dave Wathen will remain president and chief executive officer of TriMas Corporation. Mark Zeffiro, the previous executive vice president and chief financial officer of TriMas, will serve as president and chief executive officer of the new spin-off entity upon completion of the transaction. On an interim basis, Zeffiro has been named group president of Cequent, and will continue to report directly to Wathen, with the Cequent leaders reporting to him.
TriMas plans to provide additional details about the board and management teams of the separated companies in the future.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NASDAQ: TRS) provides engineered and applied products for growing markets worldwide. TriMas is organized into six reportable segments: Packaging, Energy, Aerospace, Engineered Components, Cequent APEA and Cequent Americas. TriMas has approximately 7,000 employees at more than 60 facilities in 19 countries. For more information, visit www.trimascorp.com.
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