Attached files
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| EX-99.1 - SUNEDISON, INC. | v205573_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): December 9, 2010
MEMC
Electronic Materials, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
(State
or other jurisdiction of
Incorporation)
|
1-13828
(Commission
File Number)
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56-1505767
(I.R.S.
Employer
Identification
Number)
|
|
501
Pearl Drive (City of O'Fallon)
St.
Peters, Missouri
(Address
of principal executive offices)
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63376
(Zip
Code)
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(636)
474-5000
(Registrant’s
telephone number, including area code)
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
provision (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.
MEMC
Electronic Materials, Inc. (the “Company”) has announced that effective January
10, 2011, Mark J. Murphy will become Senior Vice President and Chief Financial
Officer of the Company. Mr. Murphy, age 43, served most recently as Vice
President & Controller for Praxair, Inc. (NYSE: PX), one of the
world’s largest industrial gas suppliers. Mr. Murphy has been with
Praxair for over 10 years in financial and business roles of increasing
responsibility. Prior to his current role, from June 2008 to July
2010, Murphy was President, Praxair Electronics, Praxair’s global business unit
serving the semiconductor, flat panel display, LED and photovoltaic
markets. From March 2006 to May 2008, Murphy was Vice President of
Finance, Praxair Asia, based in Shanghai and responsible for finance,
information technology, and human resources. From February 2000 to
February 2006, Murphy held roles of increasing responsibility including
Corporate Treasury Finance Manager, Finance Director Praxair Electronics, and
Managing Director Components Services. Prior to Praxair, Murphy was a
senior financial analyst with ExxonMobil.
The
Company will pay Mr. Murphy an annual base salary of $400,000, which may be
adjusted from time to time in the discretion of the Company’s Board of Directors
or Compensation Committee of the Board. Mr. Murphy will receive
allowances for temporary housing and certain relocation
expenses. These amounts will be subject to repayment if Mr. Murphy
voluntarily ends his employment with the Company within two years of his start
date. Mr. Murphy will also be eligible to participate in the
Company’s cash incentive program, which provides an incentive opportunity of up
to 100% of base salary, with a target of 50% of base salary, based on
achievement of certain Company financial and personal performance objectives set
by the Board. Effective on his joining the Company on January 10,
2011, the Company will grant Mr. Murphy options to purchase 250,000 shares of
common stock under the Company’s 2010 Equity Incentive Plan. The
options will be priced at the fair market value of the Company’s common stock on
the date of grant and will vest over four years, as follows: first
year anniversary – 10% of grant; second year anniversary – 20% of grant; third
year anniversary – 30% of grant; and fourth year anniversary – 40% of
grant. In addition, on his start date Mr. Murphy will be granted
30,000 restricted stock units under the 2010 Equity Incentive
Plan. Half of these restricted stock units will vest on each of the
three and four year anniversaries of the grant date. In addition, Mr.
Murphy will be eligible to receive, in connection with the Company’s annual
equity grant cycle in April 2011, up to an additional 50,000 restricted stock
units under the 2010 Equity Incentive Plan. Half of these restricted
stock units will vest on each of the three and four year anniversaries of the
grant date.
The
Company also announced that Timothy C. Oliver, the Company’s current Chief
Financial Officer, will serve as the Company’s principal financial officer until
December 31, 2010. Mr. Oliver will remain with the Company for
transition purposes through the end of the 2011 first
quarter. Commencing January 1, 2010, Denis McCarthy, currently Vice
President, Corporate Controller and Chief Accounting Officer of the Company,
will serve as interim principal financial officer in addition to his existing
roles until Mr. Murphy joins the Company on January 10, 2011, at which time Mr.
Murphy will assume the role of principal financial officer. The
Company does not expect any changes to Mr. McCarthy’s compensation as a result
of his interim service as principal financial officer. Mr. McCarthy,
50, has held the position of Vice President and Corporate Controller since April
2006 and principal accounting officer since April 2010. Prior to joining the
Company, Mr. McCarthy was employed in various roles and capacities with
Motorola, Inc., including most recently with its spin-out Freescale
Semiconductor, Inc.
A copy of
the press release announcing these changes is furnished with this Form 8-K as
Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits Item
99.1 Press
release dated December 15, 2010 furnished with this Report.
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 thereunto
duly authorized.
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MEMC
ELECTRONIC MATERIALS, INC.
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Date: December
15, 2010
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By:
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/s/ Bradley D. Kohn
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Name:
Bradley D. Kohn
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Title:
Senior Vice President and General
Counsel
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Exhibit
Index
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Number
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Item
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99.1
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Press
release dated December 15, 2010 furnished with this
Report.
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