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 14, 2017

 

 

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-7677		73-1015226
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
16 South Pennsylvania Avenue, Oklahoma City, Oklahoma				73107
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (405) 235-4546

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 (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))

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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Item 5.02. Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On November 15, 2017, the Company issued a press release (the “Press Release”), announcing that Mr. Joseph E. Reece resigned from the Board, effective as of November 14, 2017 (the “Resignation Date”). Mr. Reece’s term on the Board was scheduled to expire in 2019. In notifying the Company of his decision to resign from the Board, Mr. Reece indicated that his decision was not due to a disagreement with the Company regarding its operations, policies, or practices.

Appointment of Director

Pursuant to the Board Representation and Standstill Agreement, dated December 4, 2015 and amended on October 26, 2017, the Board re-appointed Jonathan S. Bobb, who previously served as a Board member, to the Board of Directors to fill the vacancy created by the resignation of Mr. Reece. Since the beginning of the Company’s last fiscal year, there has been no transaction or any currently proposed transaction,, in which the Company was or is to be a participant and the amount involved exceeded or will exceed $120,000 and in which Mr. Bobb had or will have a direct or indirect material interest.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No		Description
99.1		Press Release, dated as of November 15, 2017

 

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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.

Dated: November 16, 2017

 

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

LSB INDUSTRIES, INC. ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS

OKLAHOMA CITY, Oklahoma — November 15, 2017 — LSB Industries, Inc. (NYSE: LXU) (“LSB or “the Company”) announced the resignation of Joseph Reece from its Board of Directors effective today. Mr. Reece, who was previously the Executive Vice Chairman of UBS Securities LLC (“UBS”), was recently promoted by UBS to be the head of its Investment Bank – Corporate Client Solutions Business for the Americas, a position which requires a substantially increased time commitment from his previous responsibilities. Accordingly, Mr. Reece has decided to resign from the LSB Board. The vacancy will be filled, effective immediately, by Jonathan Bobb, a former director of LSB’s Board and member of the Corporate Investment team at Eldridge Industries, the parent of Security Benefit Corporation. With these changes, the size of LSB’s Board will remain at nine directors, of which six are independent.

LSB’s President and CEO, Daniel Greenwell, stated, “I, along with my fellow directors, would like to thank Joe for his contributions to LSB over the past two years, and congratulate him on his new position at UBS. We would also like to welcome Jonathan back to our Board and look forward to working with him as we move forward in our efforts to strengthen our operations and enhance our financial position.”

About LSB Industries, Inc.

LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, manufactures and sells chemical products for the agricultural, mining, and industrial markets. The Company owns and operates facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a global chemical company in Baytown, Texas. LSB’s products are sold through distributors and directly to end customers throughout the United States. Additional information about the Company can be found on its website at www.lsbindustries.com.

Forward Looking Statement

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identifiable by use of the words “may,” “believe,” “expect,” “intend,” “plan to,” “estimate,” “project” or similar expressions, and include but are not limited to: enhanced reliability at our Facilities; reducing costs; expanding into new markets; improving liquidity; reducing leverage and completing repairs on time and as estimated.

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Investors are cautioned that such forward-looking statements are not guarantees of future performance and involve risk and uncertainties. Though we believe that expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Actual results may differ materially from the forward-looking statements as a result of various factors. These and other risk factors are discussed in the Company’s filings with the Securities and Exchange Commission (SEC), including those set forth under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in our Form 10-K for the year ended December 31, 2016 and, if applicable, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. We expressly disclaim any obligation to update, amend or clarify and forward-looking statement to reflect events, new information or circumstances occurring after the date of this press release except as required by applicable law.

 

Company Contact: Mark Behrman, Chief Financial Officer (405) 235-4546		Investor Relations Contact: Fred Buonocore (212) 836-9607 Kevin Towle (212) 836-9620 The Equity Group Inc.

 

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