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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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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. ☐
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Stepan Company (“Stepan”) announced on November 30, 2020, that its Board of Directors has elected Scott R. Behrens to serve as Stepan’s President and Chief Operating Officer, effective on January 1, 2021. Also effective on January 1, 2021, F. Quinn Stepan, Jr., Stepan’s Chairman, President and Chief Executive Officer, will serve as Stepan’s Chairman and Chief Executive Officer. Mr. Behrens, age 51, has served as Stepan’s Vice President and General Manager – Surfactants since September 2014. During Mr. Behrens’ more than 25-year career with Stepan he has held a series of leadership positions across multiple parts of Stepan’s business.
As President and Chief Operating Officer, Mr. Behrens will receive an annual salary of $500,000. Mr. Behrens will be eligible to participate in Stepan’s short-term incentive compensation program, with a target annual incentive award of 100% of his base salary. Mr. Behrens will also be eligible to participate in Stepan’s long-term incentive compensation program; Mr. Behrens’ annual equity grant is expected to have a target total value of $1,000,000, subject to the approval of Stepan’s Board of Directors. The equity awards granted to Mr. Behrens under Stepan’s long-term incentive compensation program are expected to have the same performance and vesting conditions as those awarded to other participants in the program. Additionally, Mr. Behrens will be entitled to certain perquisites available to executive officers and will be eligible for certain employee benefits generally available to all employees.
Mr. Behrens does not have any family relationships and has no material interests 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. Behrens’ appointment is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits
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Exhibits |
Description: Press Release of Stepan Company dated November 30, 2020
Exhibit Number: 104
Description: Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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STEPAN COMPANY |
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Date: November 30, 2020 |
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By: |
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/s/ David G. Kabbes |
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David G. Kabbes |
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Vice President, General Counsel and Secretary |
Exhibit 99.1
Stepan Names Scott Behrens President & Chief Operating Officer
Northfield, Illinois, November 30, 2020 -- Stepan Company (NYSE: SCL) today announced that Scott Behrens will become President and Chief Operating Officer effective as of January 1, 2021.
During Scott’s more than 25-year career with Stepan Company he has held a series of leadership positions across multiple parts of the business. Under his leadership as Vice President and General Manager Surfactants, the Surfactant business has diversified its market presence, delivered innovative sustainable technologies, and completed multiple acquisitions, which have contributed to record results. Scott has been a member of the American Cleaning Institute Board of Directors for the last four years and currently serves as the Vice Chair.
Scott earned his Bachelor of Science degree in Chemistry from Illinois State University and his MBA from Northwestern University’s Kellogg School of Management.
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 and disinfection 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
More information about Stepan’s sustainability program can be found on the Sustainability page at www.stepan.com
Contact: Luis E. Rojo 847-446-7500
Certain information in this news release 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,”
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“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 risks, uncertainties and other important factors include, among other factors, the risks, uncertainties and factors described in Stepan Company's Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports, and include (but are not limited to) risks and uncertainties related to the impact of the COVID-19 pandemic; accidents, unplanned production shutdowns or disruptions in manufacturing facilities; reduced demand due to customer product reformulations or new technologies; our inability to successfully develop or introduce new products; compliance with laws; our ability to identify suitable acquisition candidates and successfully complete and integrate acquisitions; global competition; volatility of raw material and energy costs and supply; disruptions in transportation or significant changes in transportation costs; downturns in certain industries and general economic downturns; international business risks, including currency exchange rate fluctuations, legal restrictions and taxes; unfavorable resolution of litigation against us; maintaining and protecting intellectual property rights; our ability to access capital markets; global political, military, security or other instability; costs related to expansion or other capital projects; interruption or breaches of information technology systems; our ability to retain executive management and key personnel; and our debt covenants.
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.
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