Unassociated Document
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): March 10, 2009 (March 5,
2009)
Chemtura
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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1-15339
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52-2183153
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(State
or other jurisdiction
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(Commission
file number)
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(IRS
employer identification
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of
incorporation)
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number)
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199
Benson Road, Middlebury, Connecticut
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06749
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(Address
of principal executive offices)
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(Zip
Code)
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(203)
573-2000
(Registrant’s
telephone number, including area code)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
Entry into a Material Definitive Agreement.
On March
5, 2009, the Board of Directors of Chemtura Corporation amended the compensation
schedule for non-employee members of the Board of Directors, previously adopted
on October 28, 2009 (as reported on Form 8-K, dated November 3, 2008) as
follows:
The
annual stock grant of restricted stock units, of a value at grant of $90,000,
provided as part of the compensation schedule for non-employee directors, to be
settled upon each director’s retirement from the Board of Directors, be and the
same hereby is ended as of December 31, 2008, and, effective January 1, 2009, is
replaced with a cash disbursement in the same amount of $90,000, to be
distributed in equal quarterly installments, the timing of such payments being
commensurate with quarterly distributions of annual retainer and meeting fees
made under the previously adopted compensation schedule.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
March 5, 2009, the Organization, Compensation and Governance Committee of the
Board of Directors of Chemtura Corporation (the “OCG Committee”) approved the
adoption of the 2009 Chemtura Corporation Management Incentive Program (“2009
MIP”). The 2009 MIP will provide a bonus payout in 2010 based upon Chemtura
Corporation’s
financial performance during the 2009 fiscal year. The 2009 MIP provides for
payments based on achieving certain financial goals. The 2009 MIP also provides
for a threshold level of performance below which no MIP award will be paid.
Participation in the 2009 MIP is limited to various key management personnel. A
copy of the 2009 MIP is attached hereto as Exhibit 10.1 and is herein
incorporated by reference.
On March
5, 2009, Mr. Stephen C. Forsyth was appointed a director of Chemtura
Corporation. Mr. Forsyth will serve as a director until the Annual Meeting of
Stockholders in 2009. Mr. Forsyth, age 53, has served as Executive
Vice President and Chief Financial Officer of Chemtura Corporation since April
2007.
On March
5, 2009, Roger Headrick was appointed lead director of Chemtura Corporation and
will serve as lead director until the Annual Meeting of Stockholders in
2009.
On March
6, 2009, Nigel D.T. Andrews was appointed to serve as a member of the Audit
Committee of the Board of Directors of Chemtura Corporation, effective February
27, 2009, and will serve in such capacity until the Annual Meeting of
Stockholders in 2009.
As
previously reported under Form 10-K filed on March 2, 2009, (a) effective as of
February 25, 2009, C.A. (Lance) Piccolo resigned from his position as a member
of the Board of Directors of the Company. Mr. Piccolo did not resign from the
Board of Directors as a result of a disagreement with the Company on any matter
relating to the company's operations, policies or practices. Mr. Piccolo served
on the Audit Committee and Organization, Compensation and Governance Committee
of the Board of Directors, and (b) effective as of February 27, 2009, Robert A.
Fox resigned from his position as a member of the Board of Directors of the
Company. Mr. Fox did not resign from the Board of Directors as a
result of a disagreement with the Company on any matter relating to the
company's operations, policies or practices. Mr. Fox served on the Audit
Committee and served as Chairman of the Environmental, Health & Safety
Committee of the Board of Directors.
Item 8.01
Other Events
On
December 17, 2008, the Board of Directors of Chemtura Corporation determined
that, pursuant to Article II, Section 2.1 of the By-Laws of Chemtura Corporation
(as revised and adopted April 25, 2007) (“By-Laws”), the 2009 Annual Meeting of
Stockholders will be held at 11:15 a.m. (Eastern Daylight Time), Wednesday, May
13, 2009, at a location to be determined (disclosed under Form 8-K filed on
January 2, 2009). On March 5, 2009, the Board of Directors of
Chemtura Corporation determined that (a) the Annual Meeting of Stockholders of
the Corporation for the year 2009 be held at Doral Arrowwood, 975 Anderson Hill
Road, Rye Brook, New York, and (b) that the close of business on Tuesday, March
31, 2009, be the date of record for determination of stockholders having the
right to vote at the Annual Meeting of Stockholders on May 13,
2009.
Item
9.01 Financial Statements and Exhibits.
* * *
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Exhibit
Number
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Exhibit
Description
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10.1
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2009
Chemtura Corporation Management Incentive
Program
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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.
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Chemtura
Corporation
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(Registrant)
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By:
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/s/
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Billie
S. Flaherty
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Name:
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Billie
S. Flaherty
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Title:
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Secretary
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Date:
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March
10, 2009
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Exhibit
Index
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Exhibit
Number
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Exhibit
Description
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10.1
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2009
Chemtura Corporation Management Incentive
Program
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