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): 04/10/2018

 

STEPAN COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

 

Registrant’s Telephone Number, Including Area Code: (847) 446-7500

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b‑2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

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On April 10, 2018, Stepan Company (“Stepan”) announced that it had appointed Luis Rojo as Vice President and Chief Financial Officer.  Mr. Rojo is expected to join Stepan on April 30, 2018.  Mr. Rojo will succeed Matthew Eaken, who, as previously reported, is presently serving as interim Chief Financial Officer.

 

Mr. Rojo, age 45, has held various finance leadership positions globally with increasing responsibility during his 21 year career with Proctor & Gamble Co. (“P&G”), most recently serving as Global Hair Care Finance Director at P&G. Mr. Rojo’s assignments included positions in China and Latin America.

 

As Vice President and Chief Financial Officer, Mr. Rojo will receive an annual salary of $380,000.  Mr. Rojo will be eligible to participate in Stepan’s short-term incentive compensation program, with a target annual incentive award of 60% of his base salary.  Mr. Rojo will also be eligible to participate in Stepan’s long-term incentive compensation program; Stepan expects that Mr. Rojo will receive an initial grant of performance shares, stock options and stock appreciation rights in April 2018 with a total value of $500,000, subject to the approval of Stepan’s Board of Directors. The performance shares, stock options and stock appreciation rights are expected to have the same performance and vesting conditions as those awarded to other participants in Stepan’s long-term incentive compensation program.  Additionally, Mr. Rojo will receive certain relocation benefits, will be entitled to certain perquisites available to executive officers and will be eligible for certain employee benefits generally available to all employees.

 

Mr. Rojo does not have any family relationships and has no material interest in any related party transactions that would require disclosure under Items 401(d) or 404(a) of Regulation S-K.

 

A copy of the press release regarding Mr. Rojo’s appointment is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit Number:  99.1

Description:  Press Release of Stepan Company dated April 10, 2018

 

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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.

 

 

 

EXHIBIT 99.1

 

 

Stepan Announces Appointment of New VP and Chief Financial Officer

 

NORTHFIELD, Ill., April 10, 2018 -- Stepan Company (NYSE: SCL) today announced that it has appointed Luis Rojo as Vice President and Chief Financial Officer. Mr. Rojo is expected to join Stepan on April 30, 2018 and will succeed Matthew Eaken, who, as previously reported, is presently serving as interim Chief Financial Officer.

 

Mr. Rojo joins Stepan after a 21 year career at Procter & Gamble Co. (P&G).  Luis progressed through a variety of global finance leadership positions at P&G and most recently served as Global Hair Care Finance Director.  Mr. Rojo’s prior assignments included positions in China and Latin America.

 

Mr. Eaken will continue in his role as Vice President and Corporate Controller.

 

Corporate Profile

 

Stepan Company is a major manufacturer of specialty and intermediate chemicals used in a broad range of industries.  Stepan is a leading merchant producer of surfactants, which are the key ingredients in consumer and industrial cleaning compounds and in agricultural and oilfield solutions.  The Company is also a leading supplier of polyurethane polyols used in the expanding thermal insulation market, and CASE (Coatings, Adhesives, Sealants, and Elastomers) industries.

 

Headquartered in Northfield, Illinois, Stepan utilizes a network of modern production facilities located in North and South America, Europe and Asia.

 

The Company’s common stock is traded on the New York Stock Exchange (NYSE) under the symbol SCL.  For more information about Stepan Company please visit the Company online at www.stepan.com

 

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Certain information in this presentation consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements about Stepan Company’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, Stepan Company’s actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” ”should,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Stepan Company and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond Stepan Company’s control that could cause actual results to differ materially from the forward-looking statements contained in this news release. Such

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EXHIBIT 99.1

 

risks, uncertainties and other important factors include, among other factors, the risks, uncertainties and factors described in Stepan Company’s Form 10-K, Form 8-K and Form 10-Q reports and exhibits to those reports, and include (but are not limited to) risks and uncertainties related to disruptions in production or accidents at manufacturing facilities, global competition, volatility of raw material and energy costs, disruptions in transportation or significant changes in transportation costs, reduced demand due to customer product reformulations or new technologies, the probability of future acquisitions and the uncertainties related to the integration of acquired businesses, maintaining and protecting intellectual property rights, international business risks, including currency exchange rate fluctuations, legal restrictions and taxes, the impact of changes in the tax code as a result of recent federal tax legislation and uncertainty as to how some of those changes may be applied, our ability to estimate and maintain appropriate levels of recorded liabilities, our debt covenants, our ability to access capital markets, downturns in certain industries and general economic downturns, global political, military, security or other instability, costs related to expansion or other capital projects, interruption or breaches of information technology systems, the costs and other effects of governmental regulation and legal and administrative proceedings and our ability to retain executive management and key personnel.

These forward-looking statements are made only as of the date hereof, and Stepan Company undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

Source: Stepan Company
Contact:  Matthew J. Eaken847-446-7500

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