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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 7, 2024, Richard W. Roedel informed LSB Industries, Inc. (the “Company”) that he intends to resign from the Board of Directors of the Company but that in order to ensure an orderly and effective transaction he will remain a director until such time as a successor director is identified and elected. In connection with Mr. Roedel’s announcement of retirement from the Company’s Board of Directors, he has resigned his position as Chairman of the Board of Directors of the Company effective immediately and the Board has elected Mark Behrman, the Company’s President and Chief Executive Officer, to serve as Chairman of the Board and Lynn F. White to serve as Lead Independent Director.
Mr. Roedel’s decision to resign from the Board is the result of personal health reasons and not the result of any disagreement with the Company’s operations, policies or practices.
Item 7.01 |
Regulation FD Disclosure. |
On August 12, 2024, the Company issued a press release announcing the retirement of Mr. Roedel to the Board. The press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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Press release of LSB Industries, Inc. dated August 12, 2024, entitled “LSB Industries, Inc. Announces the Retirement of Richard W. Roedel as Chariman of the Board of Directors.” |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 12, 2024
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LSB INDUSTRIES, INC. |
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By: |
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/s/ Michael J. Foster |
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Michael J. Foster |
Title: |
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Executive Vice President, General Counsel and Secretary |
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FOR IMMEDIATE RELEASE
LSB INDUSTRIES, INC. ANNOUNCES THE RETIREMENT OF RICHARD ROEDEL AS
CHAIRMAN OF THE BOARD OF DIRECTORS
President and CEO, Mark Behrman, to Succeed Mr. Roedel as Board Chairman
Oklahoma City, Oklahoma – August 12, 2024 - LSB Industries, Inc. (“LSB” or “the Company”), (NYSE: LXU) today announced the retirement of Richard Roedel as Chairman of the Board of Directors (the “Board”) due to personal health reasons, effectively immediately. The Board has elected Mark Behrman, LSB’s President and CEO, to serve as Chairman of the Board. Lynn White, a member of LSB’s Board since 2015, has been appointed Lead Independent Director. Mr. Roedel will remain on the Board until a successor is identified and elected in order to ensure an orderly transition.
“It has been an extremely gratifying experience to serve on a Board of this caliber,” stated Mr. Roedel. “It has been an honor to work with a group of individuals with such a deep and diverse background in industry and finance. I am very proud of our achievements helping to bring LSB Industries to the point where it is now; a well-capitalized company with strong prospects for future growth.”
“On behalf of the Board and the entire LSB team, I would like to thank Rich for his years of service to LSB,” stated Mr. Behrman. “Over the past decade, his extensive experience and knowledge have been a valuable asset as we’ve transformed the company. We move forward well-positioned in our pursuit of growth and our vision of becoming a leader in the global energy transition thanks to Rich’s contributions. We wish him all the best in his retirement.”
Mr. Behrman was appointed President and CEO in 2018 prior to which he served as the Company’s EVP and CFO beginning in 2015. Before joining LSB in 2014 as SVP, Corporate Development, Mr. Behrman had a 30-year career in finance and investment banking. Over his tenure with LSB, he has led the Company through its operational and balance sheet transformation and the establishment of its low carbon ammonia strategy. Additionally, Mr. Behrman has served on the board of PHX Minerals Inc. (NYSE: PHX) since 2017 and has been its board Chairman since 2019.
About LSB Industries, Inc.
LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, is committed to playing a leadership role in the energy transition through the production of low and no carbon products that build, feed and power the world. The LSB team is dedicated to building a culture of excellence in customer experiences as we currently deliver essential products across the agricultural, industrial, and mining
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end markets and, in the future, the energy markets. The company manufactures ammonia and ammonia-related products at facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma and operates a facility for a global chemical company in Baytown, Texas. Additional information about LSB can be found on our website at www.lsbindustries.com.
Investor Contacts: Fred Buonocore, CFA, Vice President of Investor Relations (405) 510-3550 fbuonocore@lsbindustries.com
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Media Contact: David Kimmel, Director of Communications (405) 815-4645 dkimmel@lsbindustries.com
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