Attached files
| file | filename |
|---|---|
| EX-99.2 - CLARCOR INC. | v189298_ex99-2.htm |
| EX-99.1 - CLARCOR INC. | v189298_ex99-1.htm |
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
28, 2010 (June 22, 2010)
_________________________________CLARCOR
INC.__________________________________
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-11024
|
36-0922490
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
840 Crescent Centre Drive,
Suite 600, Franklin,
TN 37067
(Address
of principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code
615-7713100
(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))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
5.02(c) On
June 28, 2010, CLARCOR Inc., a Delaware corporation (NYSE: CLC) (the “Company”),
issued a press release announcing the appointment of Christopher L. Conway, 55,
as President and Chief Operating Officer of the
Company. The appointment is effective on June 28,
2010 and, like all other of the Company's executive officer appointments, will
expire on the date of the next Annual Meeting of the Company's stockholders,
unless renewed by the Board of Directors of the Company at that
time.
Mr.
Conway has approximately 25 years of experience in the filtration industry, with
both the Company as well as several of the Company's
competitors. In August 2006, Mr. Conway was named Vice
President of Manufacturing of Baldwin Filters, Inc., the Company's largest
subsidiary, and held such position until September 2007, when he was promoted to
the position of President of Facet USA, Inc., another Company
subsidiary. Mr. Conway then assumed the position of President of the
Company’s PecoFacet division in December 2007, following the Company's
acquisition of Perry Equipment Corporation ("Peco"). He has served
continuously in this role since that time, and in such capacity was responsible
for overseeing the integration of Peco into the Company as well as the creation
and management of the entire global PecoFacet division. Prior to
joining the Company in August of 2006, Mr. Conway served for two years as the
Chief Operating Officer of Cortron Corporation, Inc., a small manufacturing
start-up based in Minneapolis, Minnesota.
Mr.
Conway has also held positions at two other large public filtration companies,
Pentair, Inc. (NYSE: PNR) and Donaldson Company, Inc. (NYSE: DCI) ("Donaldson"),
in a variety of operational, strategic and research and development
capacities. He spent a total of 15 years working for Donaldson on two
separate occasions, most recently during the period between 2001 and 2004, where
he last held the title of Director - Corporate Technology. An
engineer by training, Mr. Conway holds a BS from Iowa State University and a MBA
from the University of Chicago.
In 2008,
Mr. Conway entered into a Change of Control Agreement with the Company, the
terms of which are substantively identical to the Change of Control Agreements
in place between the Company and its other executive officers, and summarized
under the heading “Employment and Change of Control Agreements” in the Company’s
proxy statement filed with the SEC on February 12, 2010 (“most recent Proxy
Statement”). Mr. Conway’s Change of Control Agreement provides
that he will be entitled to receive three year’s compensation and benefits (and
certain other rights) in the event his employment is terminated by the Company
without cause or by Mr. Conway for good reason in the three year period
following a defined Change of Control of the Company. The foregoing
description does not purport to be a complete description of all the terms of
Mr. Conway's Change of Control Agreement and is qualified in its entirety
by reference to the form of Change of Control Agreement, which is attached as
Exhibit 10.1 to the Company’s Current Report filed on Form 8-K with the SEC on
December 30, 2008, and is incorporated by reference herein.
Mr.
Conway will receive a salary increase and additional target bonus as established
by the Compensation Committee of the Board of Directors commensurate with his
new responsibilities. Such increase will only apply with respect to the balance
of the 2010 fiscal year and will not be retroactive to any
extent. Mr. Conway is otherwise not a party to any other
material plan, contract or arrangement with the Company, nor has any other
material plan, contract or arrangement to which he is a party been modified as a
result of Mr. Conway's promotion described above.
There are
no arrangements or understandings between Mr. Conway and any person pursuant to
which Mr. Conway was selected as an executive officer of the Company, and there
are no actual or proposed transactions between Mr. Conway or any of his related
persons and the Company. Mr. Conway has no familial relationships nor
related party transactions with the Company that would require disclosure under
Items 401(d) or 404(a) of Regulation S-K (17 CFR 229.401(d) and 229.404(a)) in
connection with his promotion described above.
5.02(d) On June
25, 2010, the Company issued a press release announcing the election of Mark A.
Emkes to the Board of Directors of the Company effective on June 22,
2010.
It is not
yet known to which committee(s) of the Board of Directors Mr. Emkes will be
appointed. The Board will make such appointment(s) following analysis
and recommendation by the Board’s Directors’ Affairs/Corporate Governance
Committee.
There are
no arrangements or understandings between Mr. Emkes and any person pursuant to
which Mr. Emkes was selected as a director, and there are no actual or proposed
transactions between Mr. Emkes or any of his related persons and the Company
that would require disclosure under Item 404(a) of Regulation S-K (17 CFR
229.404(a)) in connection with his appointment as a director of the
Company.
As
of June 25, 2010, Mr. Emkes is entitled to receive compensation and participate
in the plans of the Company applicable to all of the Company’s directors, as
more particularly described on pages 7 and 8 of the Company’s most recent Proxy
Statement, under the sub-heading “Meetings and Fees”. There is not
any other material Company plan, contract or arrangement in which Mr. Emkes will
participate in connection with his appointment.
Item
9.01 Financial Statements and Exhibits
Exhibit
99.1 – Press Release dated June 28, 2010
Exhibit
99.2 – Press Release dated June 25, 2010
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.
| CLARCOR INC. | |||
|
|
By:
|
/s/ Richard M. Wolfson | |
| Richard M. Wolfson, | |||
| Vice President, General Counsel and Secretary | |||
Date:
June 28, 2010