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): November 12, 2012

 

 

NEXEO SOLUTIONS HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-179870-02   27-4328676

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

9303 New Trails Drive, Suite 400

The Woodlands, Texas

  77381
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (281) 297-0700

(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:

 

¨ 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.

(e) Compensatory Arrangements of Certain Officers.

On November 12, 2012, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Nexeo Solutions Holdings, LLC (the “Company”) voted to adjust the base compensation of certain executive officers of Nexeo Solutions, LLC, including Ross J. Crane, Executive Vice President and Chief Financial Officer, and David L. Chapman, Executive Vice President and Chief Information Officer. Effective November 26, 2012, base compensation for Messrs. Crane and Chapman will be $440,000 and $300,000, respectively.

The Compensation Committee also approved a one-time grant of Series B Units to certain members of management. Pending a threshold value determination, the Company will grant Series B Units to the following executive officers of Nexeo Solutions, LLC in the amounts set forth below:

Series B Unit Grants

 

Name

 

Title

   Series B Units  

Lisa P. Britt

  Executive Vice President and Chief Human Resources Officer      250,000   

Ross J. Crane

  Executive Vice President, Chief Financial Officer and Assistant Treasurer      400,000   

David L. Chapman

  Executive Vice President and Chief Information Officer      250,000   

Michael B. Farnell, Jr.

  Executive Vice President, Chief Legal Officer, Secretary and Assistant Treasurer      100,000   

Fifty percent of the Series B Units granted to each officer will be time-based units and will vest annually over a five year period. The remaining Series B units will be performance-based units and will vest in accordance with a performance-based schedule that is divided into five, twelve month periods.


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.

 

NEXEO SOLUTIONS HOLDINGS, LLC
By:   /s/ Michael B. Farnell, Jr.
 

Michael B. Farnell, Jr.

Executive Vice President and Chief Legal Officer

Dated: November 16, 2012