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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chemtura Corp. (delisted) | NYSE:CHMT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 33.50 | 0 | 01:00:00 |
Delaware
|
52-2183153
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
|
1818 Market Street, Suite 3700, Philadelphia, Pennsylvania
199 Benson Road, Middlebury, Connecticut
|
19103
06749
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Title of each class
|
Name of each exchange on which registered
|
|
|
|
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Common Stock, $0.01 par value
|
New York Stock Exchange
|
|
|
|
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Securities registered pursuant to Section 12(g) of the Act:
|
NONE
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
(
Do not check if a smaller reporting company
)
|
|
Jeffrey D. Benjamin
Age 55
Director since 2010
Independent
Committees
Audit
C&G (Chair)
|
|
Timothy J. Bernlohr
Age 58
Director since 2010
Independent
Lead Director
Committees
Audit
C&G
|
|
Anna C. Catalano
Age 57
Director since 2011
Independent
Committees
C&G
EH&S
|
|
James W. Crownover
Age 73
Director since 2005
Independent
Committees
C&G
EH&S (Chair)
|
|
Robert A. Dover
Age 71
Director since 2011
Independent
Committees
Audit
EH&S
|
|
Jonathan F. Foster
Age 56
Director since 2010
Independent
Committees
C&G
EH&S
|
|
Craig A. Rogerson
Age 60
Director since 2008
Chairman,
President & CEO
|
|
John K. Wulff
Age 68
Director since 2010
Independent
Committees
Audit (Chair)
EH&S
|
▪
|
unquestionable personal and professional ethics and integrity;
|
▪
|
policy-making experience in business, education, technology or government;
|
▪
|
expertise that is useful to Chemtura and complementary to that of other directors;
|
▪
|
a willingness to serve on the Board for a period of at least several years and to devote the time required to meet the responsibilities and perform the duties of a director, including attendance at all Board and applicable committee meetings;
|
▪
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a commitment to represent the best interests of all shareholders and to objectively appraise the performance of Chemtura and of management; and
|
▪
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involvement only in activities that do not create a conflict with the director’s responsibilities to Chemtura and its shareholders.
|
▪
|
Code of Business Conduct.
We have adopted a written code of ethics, or “code of business conduct,” applicable to all our directors, officers and employees. We intend to disclose any waivers of, or amendments to, the code of business conduct on our web site.
|
▪
|
Lead Director.
Our Bylaws establish the role of an independent lead director who is elected by the independent directors.
|
▪
|
Executive Sessions.
Our Board and committees meet regularly in executive sessions without the presence of management, including our Chairman.
|
▪
|
Majority Voting for Directors.
We apply a majority vote standard in uncontested elections of directors.
|
▪
|
Related Person Transactions Policy.
Our Audit Committee is responsible for approving or ratifying significant transactions involving our Company and related persons and determining that the transaction is on terms no less favorable in the aggregate than those generally available to an unaffiliated party under similar circumstances.
|
▪
|
Encouraging Communications with the Board.
The Board has established a process whereby shareholders or other interested parties may communicate with the Board on concerns related to accounting, internal controls, auditing matters, corporate governance, environmental, health or safety issues or any other significant legal or ethical issues at Chemtura.
|
▪
|
A Robust Policy Governing Trading by Corporate Insiders
. Under this policy, covered persons are prohibited from engaging in short-sales, buying or selling publicly traded options, engaging in hedging transactions, holding margin accounts or otherwise pledging securities, and - with narrow exceptions - placing standing or limit orders.
|
▪
|
Clawback Policy
. Under this policy, performance-based gains realized by executive officers and others resulting from material non-compliance with financial reporting requirements may be recovered.
|
▪
|
no entity of which a director is an employee in any position or any immediate family member is an executive officer, made payments to, or received payments from, Chemtura and its subsidiaries in any of the 2016, 2015, or 2014 fiscal years in excess of the greater of $1,000,000 or two percent of that entity’s annual consolidated gross revenues;
|
▪
|
no director, or any immediate family member employed as an executive officer of Chemtura or its subsidiaries, received in any twelve-month period within the last three years more than $120,000 per year in direct compensation from Chemtura or its subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior service not contingent in any way on continued service;
|
▪
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Chemtura did not employ a director in any position, or any immediate family member as an executive officer, during the past three years;
|
▪
|
no director is a current partner or employee of a firm that is Chemtura’s internal or external auditor (the “Auditor”); no immediate family member of a director is a current partner of the Auditor or an employee of the Auditor who personally worked on our audit; and no director or immediate family member of a director was during the past three years a partner or employee of the Auditor and personally worked on our audit within that time;
|
▪
|
no director or immediate family member served as an executive officer of another company during the past three years at the same time as a current executive officer of Chemtura served on the compensation committee of such company; and
|
▪
|
no other material relationship exists between any director and Chemtura or our subsidiaries.
|
▪
|
presiding at executive sessions of the Board;
|
▪
|
consulting with the Chairman and other members of management on Board and committee agendas;
|
▪
|
advising the Chairman with respect to consultants who may report directly to the Board; and
|
▪
|
serving as liaison between the independent directors and management.
|
Board/ Committee
|
Primary Areas of Risk Oversight
|
Full Board
|
Risk management process and structure, strategic risks associated with business plans, and other significant risks such as major litigation, business development risks, succession planning and Chemtura’s overall policies and practices for enterprise risk management.
|
Audit
Committee
|
Major financial risk exposures; significant operational, compliance, reputational and strategic risks; risks related to the subject matters described in its charter, including risks relating to liquidity, credit, internal controls, disclosure, financial reporting, finance transactions, defined benefit and defined contribution pension plans, related-person transactions, and certain other legal and regulatory matters. The Audit Committee reviews reports from the Chemtura Resource Line, our anonymous hotline that employees can use to report suspected violations of our code of business conduct. It regularly meets in executive session with our Head of Internal Audit and our independent registered public accounting firm, without management present, to discuss if there are areas of concern of which the Committee and the full Board should be aware. It reviews our key insurance programs designed to manage first party and third party risk, and it is responsible for approving or disapproving related-person transactions under policies adopted by the Board.
|
Compensation & Governance Committee
|
Risks related to executive recruitment, assessment, development, retention and succession policies and programs; risks associated with compensation policies and practices, including incentive compensation; risks related to corporate governance, leadership structure, effectiveness of the Board and the committees for oversight of Chemtura, review of director candidates and director compensation, conflicts of interest and review of director independence.
|
Environmental, Health & Safety Committee
|
Risks relating to environmental, health, safety, security and related regulatory matters, including the regulation of products.
|
▪
|
limits on annual short-term incentive and long-term performance awards, thereby defining and capping potential payouts;
|
▪
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the application of annual short-term incentive metrics that align employees with the balanced objectives of increasing earnings and improving cash flow through working capital management;
|
▪
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use of long-term incentive vehicles - restricted stock units (“RSUs”), performance shares and (prior to 2014) stock options - that vest over a number of years, thereby providing strong incentives for sustained operational and financial performance;
|
▪
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the ability to clawback performance-based gains from executive officers and other program participants resulting from financial results for periods after January 1, 2013 that are subsequently restated due to material noncompliance with any financial reporting requirement; and
|
▪
|
Compensation & Governance Committee exclusive discretion to adjust payouts under both the annual short-term and long-term performance plans to better reflect the core operating performance and strategic targets of Chemtura and its businesses.
|
Director
|
Audit
Committee
|
Compensation & Governance Committee
|
Environmental, Health & Safety Committee
|
Jeffrey Benjamin
|
Member
|
Chair
|
|
Timothy Bernlohr (Lead Director)
|
Member
|
Member
|
|
Anna Catalano
|
|
Member
|
Member
|
James Crownover
|
|
Member
|
Chair
|
Robert Dover
|
Member
|
|
Member
|
Jonathan Foster
|
|
Member
|
Member
|
John Wulff
|
Chair
|
|
Member
|
Committee meetings held during 2016
|
9
|
7
|
5
|
▪
|
1.800.729.1514 if calling from inside the United States or Canada;
|
▪
|
if calling from outside the U.S. or Canada, use the AT&T Direct Access Operator in the country the person is calling from:
http://www.business.att.com/bt/tollfree.jsp
; or
|
▪
|
if the person does not have Internet access and is calling from outside the U.S. or Canada, he or she may call 704-501-2359 and with operator assistance, reverse the telephone charge for the call.
|
Named Officer
|
Title
|
Age at March 31, 2017
|
Craig Rogerson
|
Chairman, President and CEO
|
60
|
Stephen Forsyth
|
EVP and Chief Financial Officer
|
61
|
Chet Cross
|
EVP, Supply Chain and Operations
|
58
|
Billie Flaherty
|
EVP, General Counsel and Secretary
|
59
|
Simon Medley
|
EVP, Industrial Performance Products & Great Lakes Solutions
|
50
|
▪
|
Pay-for-Performance
:
To ensure that the actual compensation realized by our named executive officers is directly linked to individual, business unit and company-wide performance, our executive compensation programs are structured with a significant portion of variable or at-risk cash and equity compensation.
|
▪
|
Alignment
: Our executive compensation programs are designed to align the interests of the named executive officers with those of our shareholders both in the short term and the long term. The annual cash incentive program rewards executives for the achievement of specific financial performance goals and individual performance objectives on an annual basis. Our equity programs, combining time-based RSUs and performance shares, further align the interests of our named executive officers and shareholders in the creation of shareholder value over the long term.
|
▪
|
Market Competitiveness
: A key to our future success is the ability to keep together a team of highly qualified executives who can provide the leadership necessary to execute our business strategy over the short term and the long term. Our executive compensation programs have been designed to offer market competitive compensation that would allow us to attract and retain a talented executive management team capable of meeting or exceeding our business objectives.
|
▪
|
Avoid Encouraging Excessive Risk-taking
:
Compensation plans should not encourage or promote the taking of excessive risk that has the potential of negatively impacting Chemtura. The Committee regularly considers enterprise risk in the design of Chemtura’s executive compensation programs and works to ensure that compensation programs represent best practices so as not to encourage excessive risk-taking. We also mitigate risk through our Clawback Policy. Several features of our compensation plan design that we believe reduce the potential for taking excessive risk are discussed in Item 10 above under the heading
Compensation and Risk
.
|
▪
|
independent decision making;
|
▪
|
utilizing market data to appropriately target compensation levels;
|
▪
|
consideration of the median compensation levels of our peer group;
|
▪
|
following a consistent, rigorous goal setting process; and
|
▪
|
utilizing verification tools to ensure appropriate decisions are being made.
|
▪
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no excise tax gross-ups and no single trigger change-in-control equity vesting;
|
▪
|
no executive perquisite allowance;
|
▪
|
significant stock ownership guideline levels to reinforce the link between the interests of our named executive officers and those of our shareholders;
|
▪
|
a robust policy governing trading by covered persons in company securities including restrictions on short sales, hedging, trading in public options, holding margin accounts or otherwise pledging securities and placing certain standing or limit orders;
|
▪
|
a Clawback Policy under which the repayment of awards may be required in certain circumstances; and
|
▪
|
a fully independent compensation committee advised by an independent compensation consultant that only provides services at the direction of such committee.
|
▪
|
review of our compensation philosophy and the alignment of our executive and Board compensation practices with that philosophy;
|
▪
|
review and revision, as appropriate, of the peer group used for benchmarking compensation levels;
|
▪
|
benchmarking and analysis of competitive compensation practices for executives and directors within our peer group and our industry;
|
▪
|
review of the description of our compensation practices in proxy disclosures;
|
▪
|
analysis of compensation rankings for our executive officers as compared to the peer group; and
|
▪
|
informing the Committee of market trends and current issues in executive and Board compensation.
|
▪
|
roles and responsibilities within Chemtura;
|
▪
|
experience and expertise;
|
▪
|
compensation levels in the marketplace for similar positions; and
|
▪
|
performance of the individual and Chemtura as a whole.
|
Albemarle Corp.
|
Axiall Corp.
|
Cabot Corp.
|
Ferro Corp.
|
FMC Corp.
|
Innospec Inc.
|
Kraton Performance
|
Newmarket Corp.
|
Polyone Corp.
|
RPM International Inc.
|
Schulman (A.) Inc.
|
Stepan Co.
|
Westlake Chemical Corp.
|
|
|
|
Total Revenues
($ billion)
|
Total Assets ($ billion)
|
Market Capitalization ($ billion)
|
Employees (‘000s)
|
Three-year Total Shareholder Return (%)
|
Chemtura
|
2.2
|
2.7
|
1.8
|
2.7
|
18.1
|
Peer Group
|
|
|
|
|
|
Low
|
1.9
|
1.1
|
1.1
|
2.0
|
(0.6)
|
Median
|
2.4
|
2.7
|
2.1
|
3.9
|
15.0
|
High
|
4.0
|
5.2
|
5.0
|
6.0
|
20.0
|
▪
|
individual performance of the executive;
|
▪
|
internal review of the executive’s compensation relative to others on the executive team;
|
▪
|
new job responsibilities and promotions;
|
▪
|
experience and expertise; and
|
▪
|
market data provided by the analyses described above.
|
Executive
|
Base Salary at January 1, 2016 ($)
|
Increase Effective
May 23, 2016
|
Base Salary at December 31, 2016 ($)
|
|
Amount ($)
|
Percent (%)
|
|||
Craig Rogerson
|
1,100,000
|
|
|
1,100,000
|
Stephen Forsyth
|
530,000
|
|
|
530,000
|
Chet Cross
|
443,322
|
11,678
|
2.63
|
455,000
|
Billie Flaherty
|
430,000
|
|
|
430,000
|
Simon Medley
|
440,000
|
15,000
|
3.41
|
455,000
|
Executive
|
MIP Target as a Percent of Base Salary
|
2016 Performance Measure Weightings
|
||
EPS
|
CAFCF
|
Strategic Measures
|
||
Craig Rogerson
|
100%
|
70%
|
30%
|
—%
|
Stephen Forsyth
|
70%
|
60%
|
20%
|
20%
|
Chet Cross
|
70%
|
60%
|
20%
|
20%
|
Billie Flaherty
|
60%
|
60%
|
20%
|
20%
|
Simon Medley
|
70%
|
25%
|
20%
|
55%
(1)
|
(1)
|
Mr. Medley, became an executive officer in May 2015 and - consistent with his MIP compensation formula established for prior years - a portion of his 2015 MIP formula was based on performance of the Industrial Performance Products (“IPP”) segment and the Great Lakes Solutions (“GLS”) business unit. This arrangement was continued for 2016 and - in lieu of specified Strategic Measures -- 55% of his 2016 MIP benefit is based on Consolidated Adjusted EBITDA of that segment and business unit.
|
(In millions, except per share data)
|
2016
|
||
Net earnings - GAAP
|
$
|
(15
|
)
|
Below market contract obligation
|
(38
|
)
|
|
Merger and integration costs
|
13
|
|
|
Pension settlement
|
162
|
|
|
Other adjustments
|
3
|
|
|
Income tax expense
|
29
|
|
|
Net earnings before tax - Non-GAAP
|
154
|
|
|
Income tax expense - Non-GAAP
|
(43
|
)
|
|
Net earnings - Non-GAAP
|
$
|
111
|
|
|
|
||
Per share information (GAAP):
|
|
||
Net loss - Basic
|
$
|
(0.24
|
)
|
Net loss - Diluted
|
$
|
(0.24
|
)
|
Weighted average shares outstanding - Basic
|
63.8
|
|
|
Weighted average shares outstanding - Diluted
|
63.8
|
|
|
|
|
||
Per share information (Non-GAAP):
|
|
||
Net earnings - Basic
|
$
|
1.75
|
|
Net earnings - Diluted
|
$
|
1.72
|
|
Weighted average shares outstanding - Basic
|
63.8
|
|
|
Weighted average shares outstanding - Diluted
|
64.7
|
|
Metric
|
Threshold
|
Target
|
Maximum
|
Actual 2016 Results
|
||
Basic Earnings Per Share (EPS)
|
(in $ per share)
|
1.06
|
1.49
|
1.75
|
1.75
|
|
Payout
(1)
|
0%
|
100%
|
200%
|
200%
|
||
Consolidated Abbreviated Free Cash Flow (CAFCF)
|
(in $ million)
|
135.2
|
180.2
|
207.2
|
187
|
|
Payout
(2)
|
0%
|
100%
|
200%
|
125.4%
|
(2)
|
Intermediary results are interpolated on a straight-line basis.
|
(1)
|
Mr. Medley’s Safety Multiplier reflected performance of the combined IPP segment and GLS business unit, resulting in a 1.00x multiplier.
|
Executive
|
Base Salary ($)
|
MIP Target (as % of Base Salary)
|
Safety Multiplier
|
Weighted Results of Performance Factors and Safety Multiplier
|
Individual Performance Multiplier
|
MIP Payout ($)
|
Craig Rogerson
|
1,100,000
|
100%
|
1.10x
|
195.4%
|
1.0x
|
2,149,400
|
Stephen Forsyth
|
530,000
|
70%
|
1.10x
|
192.6%
|
1.0x
|
714,546
|
Chet Cross
|
443,322
|
70%
|
1.10x
|
192.6%
|
1.0x
|
597,687
|
Billie Flaherty
|
430,000
|
60%
|
1.10x
|
192.6%
|
1.0x
|
496,908
|
Simon Medley
|
440,000
|
70%
|
1.00x
|
146.4%
|
1.0x
|
450,912
|
▪
|
the Committee’s assessment of each executive’s total compensation opportunity against the competitive market;
|
▪
|
the Committee’s assessment of Mr. Rogerson’s performance, and Mr. Rogerson’s assessment of the other named executive officers’ performance, in each case as discussed above; and
|
▪
|
Chemtura’s core principles of executive compensation, as described above under
Core Principles
.
|
Chemtura’s Total Shareholder Return over Performance Period Relative to all Companies in Comparative Index
|
Percent of Target Shares Earned
(Performance Multiplier %)
|
Below 25th percentile
|
0%
|
At 25th percentile
|
25%
|
At 50th percentile
|
100%
|
At or above 75th percentile
|
200%
|
▪
|
the incentive payment was based on the achievement of financial results that, within three years after the payment of the incentive payment, become the subject of a restatement of Chemtura’s financial statements due to material noncompliance by Chemtura with any financial reporting requirement under applicable securities laws;
|
▪
|
the amount of the incentive payment that would have been received had the financial results been properly reported would have been lower than the amount actually received; and
|
▪
|
the Board determines, in its sole discretion, that it is in the best interests of Chemtura and its shareholders to seek repayment of all or a portion of the incentive payment.
|
Name of Executive
Principal Position
|
Year
|
Base Salary
($)
(1)
|
Stock Awards
($)
(2)
|
Stock Options
($)
(2)
|
Non-
Equity Incentive
($)
(3)
|
Change in Value of
Nonqualified Deferred Compen-sation ($)
(4)
|
All Other Compen-sation
($)
(5)
|
Total
($)
|
|||||||
Craig Rogerson
Chairman, President & CEO
|
2016
|
1,104,231
|
|
3,769,695
|
|
—
|
|
2,149,400
|
|
—
|
|
212,024
|
|
7,235,350
|
|
2015
|
1,104,231
|
|
4,135,055
|
|
—
|
|
2,154,900
|
|
—
|
|
78,698
|
|
7,472,884
|
|
|
2014
|
1,094,327
|
|
4,049,165
|
|
—
|
|
—
|
|
—
|
|
75,221
|
|
5,218,713
|
|
|
Stephen Forsyth
EVP & Chief Financial Officer
|
2016
|
532,038
|
|
802,550
|
|
—
|
|
714,546
|
|
—
|
|
88,248
|
|
2,137,382
|
|
2015
|
528,900
|
|
873,732
|
|
—
|
|
665,028
|
|
—
|
|
51,779
|
|
2,119,439
|
|
|
2014
|
524,008
|
|
1,034,600
|
|
—
|
|
127,890
|
|
—
|
|
40,145
|
|
1,726,643
|
|
|
Chet Cross
EVP, Supply Chain & Operations
|
2016
|
452,214
|
|
588,504
|
|
—
|
|
597,687
|
|
—
|
|
76,148
|
|
1,714,553
|
|
2015
|
445,027
|
|
640,712
|
|
—
|
|
564,792
|
|
—
|
|
38,858
|
|
1,689,389
|
|
|
2014
|
442,431
|
|
783,813
|
|
—
|
|
73,377
|
|
—
|
|
542,410
|
|
1,842,031
|
|
|
Billie Flaherty
EVP, General Counsel & Secretary
|
2016
|
431,654
|
|
588,504
|
|
—
|
|
496,908
|
|
—
|
|
68,627
|
|
1,585,693
|
|
2015
|
428,200
|
|
640,712
|
|
—
|
|
459,946
|
|
—
|
|
40,995
|
|
1,569,853
|
|
|
2014
|
419,544
|
|
747,188
|
|
—
|
|
74,329
|
|
—
|
|
33,887
|
|
1,274,948
|
|
|
Simon Medley
EVP, Industrial Performance Products & Great Lakes Solutions
|
2016
|
450,923
|
|
588,504
|
|
—
|
|
450,912
|
|
—
|
|
68,597
|
|
1,558,936
|
|
2015
|
435,808
|
|
640,712
|
|
—
|
|
281,820
|
|
—
|
|
39,981
|
|
1,398,321
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts reported in this column include amounts deferred under Chemtura’s 401(k) Plan and under the SSP by each named executive officer. For additional information on SSP contributions, see the
2016 Non-Qualified Deferred Compensation Table
below.
|
(2)
|
In accordance with SEC rules, we calculated the amounts shown in these columns to reflect the aggregate grant date fair value, calculated in accordance with ASC 718, excluding the effect of estimated forfeitures, and, with respect to performance shares, based upon the probable outcome of the performance conditions on the grant date. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, see
Stock Incentive Plans, Note 12 to our Consolidated Financial Statements
in the Original Filing of this 2016 Form 10-K. For the 2016 performance share grants, the value of the awards at the grant date assuming that the highest level of performance conditions will be achieved, would be as follows: Mr. Rogerson - $3,850,008; Mr. Forsyth - $750,013; Mr. Cross - $549,979; Ms. Flaherty - $549,979; Mr. Medley - $549,979.
|
(3)
|
Amounts reported in this column are annual performance-based cash incentives under our MIP that are subject to pre-established performance measures. See
Annual Performance-Based Cash Incentive Compensation
above.
|
(4)
|
Under SEC rules, only above-market or preferential earnings are required to be disclosed under this column.
|
(5)
|
The following table describes the components of the
All Other Compensation
column for 2016. Amounts reported in the column titled
Chemtura Contributions to DC Plans
include Chemtura contributions to the 401(k) Plan and the SSP. For further discussion of those plans, see
Other Compensation Elements
above.
|
Executive
|
Chemtura Contribution to DC Plans
($)
|
Personal Umbrella Insurance
($)
|
Group Term Life
($)
|
Total
($)
|
Craig Rogerson
|
206,108
|
2,352
|
3,564
|
212,024
|
Stephen Forsyth
|
82,515
|
2,169
|
3,564
|
88,248
|
Chet Cross
|
71,657
|
2,169
|
2,322
|
76,148
|
Billie Flaherty
|
64,136
|
2,169
|
2,322
|
68,627
|
Simon Medley
|
65,186
|
2,169
|
1,242
|
68,597
|
(1)
|
See
Long-Term Incentive Compensation - Policies Regarding the Grant of Equity Awards
above for more information on how our Committee approves and grants equity awards.
|
(2)
|
Under our Senior Executive Bonus Plan, each executive is eligible to receive up to 2.5% of Chemtura’s Adjusted EBITDA for the year, subject to the Committee’s electing to exercise negative discretion and pay a lesser amount. The Committee exercises this discretion by operation of the MIP. Amounts reported in these columns represent the possible target and maximum payouts under the 2016 MIP. Possible payouts under the MIP range from $0, if the threshold is not met, to the maximum payout possible, and amounts assume all performance measures are achieved at maximum or outstanding levels. The MIP is an annual cash incentive opportunity and, therefore, these awards are earned in the year of grant. See the column captioned
Non-Equity Incentive
in the
Summary Compensation Ta
ble above for the actual payouts to the 2016 MIP. See also the discussion of
Annual Performance-Based Cash Incentive Compens
ation above.
|
(3)
|
Amounts reported in these columns represent the possible target and maximum payouts for performance shares awarded during 2016 under the LTIP. The number of shares that vest is based on Chemtura’s total shareholder return relative to all companies in the Dow Jones U.S. Chemical Index over the three years ending December 31, 2018. At the end of the three-year performance period, the actual award, delivered as Chemtura common stock, can range from 0% to 200% of the original grant. Performance shares settle as soon as practical after December 31, 2018, but no later than March 15, 2019.
|
(4)
|
Amounts reported in these columns represent RSUs granted under the LTIP. These vest in three equal installments on March 1, 2017, March 1, 2018 and March 1, 2019.
|
Executive
Plan
(2)
(Grant Date)
|
Option Awards
(1)
|
Stock Awards
(1)
|
|||||||||||||||||
|
Restricted Stock
Units
|
Performance
Shares
|
|||||||||||||||||
Number of Securities Underlying Unexercised Options
(# Exer-cisable)
|
Number of Securities Underlying Unexercised Options
(# not exer-cisable)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Units of Stock That Have Not Vested
(#)
|
Market Value of Units of Stock that Have Not Vested
($)
|
Number of Un-earned Perform-ance Units of Stock That Have Not Vested
(#)
|
Market Value of Units of Stock That Have Not Vested
($)
|
||||||||||||
Craig Rogerson
|
|
|
|
|
|
|
|
|
|||||||||||
|
2011 LTIP
(3/10/11)
|
197,853
|
|
—
|
|
16.03
|
3/10/21
|
|
|
|
|
||||||||
2013 LTIP
(3/1/13)
|
128,241
|
|
—
|
|
20.50
|
3/1/23
|
|
|
|
|
|||||||||
2014 LTIP
(3/1/14)
|
—
|
|
—
|
|
|
|
23,382
|
|
776,282
|
|
85,733
|
|
2,846,336
|
|
|||||
2015 LTIP
(3/1/15)
|
—
|
|
—
|
|
|
|
40,000
|
|
1,328,000
|
|
73,333
|
|
2,434,656
|
|
|||||
2016 LTIP
(3/1/16)
|
—
|
|
—
|
|
|
|
62,155
|
|
2,063,546
|
|
75,967
|
|
2,522,104
|
|
|||||
Total
|
326,094
|
|
—
|
|
|
|
125,537
|
|
4,167,828
|
|
235,033
|
|
7,803,096
|
|
|||||
Stephen Forsyth
|
|
|
|
|
|
|
|
|
|||||||||||
|
2009 EIP
(11/10/10)
|
45,805
|
|
—
|
|
15.50
|
11/10/20
|
|
|
|
|
||||||||
2010 EIP
(3/10/11)
|
37,833
|
|
—
|
|
16.03
|
3/10/21
|
|
|
|
|
|||||||||
2011 LTIP
(3/10/11)
|
101,227
|
|
—
|
|
16.03
|
3/10/21
|
|
|
|
|
|||||||||
2012 LTIP (
3/1/12)
|
39,457
|
|
—
|
|
15.38
|
3/1/22
|
|
|
|
|
|||||||||
2013 LTIP
(3/1/13)
|
27,480
|
|
—
|
|
20.50
|
3/1/23
|
|
|
|
|
|||||||||
2014 LTIP
(3/1/14)
|
—
|
|
—
|
|
|
|
6,667
|
|
221,344
|
|
20,000
|
|
664,000
|
|
|||||
2015 LTIP
(3/1/15)
|
—
|
|
—
|
|
|
|
9,524
|
|
316,197
|
|
14,286
|
|
474,295
|
|
|||||
2016 LTIP
(3/1/16)
|
—
|
|
—
|
|
|
|
14,799
|
|
491,327
|
|
14,799
|
|
491,327
|
|
|||||
Total
|
251,802
|
|
—
|
|
|
|
30,990
|
|
1,028,868
|
|
49,085
|
|
1,629,622
|
|
|||||
Chet Cross
|
|
|
|
|
|
|
|
|
|||||||||||
|
2013 LTIP
(3/1/13)
|
20,152
|
|
—
|
|
20.50
|
3/1/23
|
|
|
|
|
||||||||
2014 LTIP
(3/1/14)
|
—
|
|
—
|
|
|
|
5,051
|
|
167,693
|
|
15,152
|
|
503,046
|
|
|||||
2015 LTIP
(3/1/15)
|
—
|
|
—
|
|
|
|
6,984
|
|
231,869
|
|
10,476
|
|
347,803
|
|
|||||
2016 LTIP
(3/1/16)
|
—
|
|
—
|
|
|
|
10,852
|
|
360,286
|
|
10,852
|
|
360,286
|
|
|||||
Total
|
20,152
|
|
—
|
|
|
|
22,887
|
|
759,848
|
|
36,480
|
|
1,211,136
|
|
|||||
Billie Flaherty
|
|
|
|
|
|
|
|
|
|||||||||||
|
2013 LTIP
(3/1/13)
|
15,114
|
|
—
|
|
20.50
|
3/1/23
|
|
|
|
|
||||||||
2014 LTIP
(3/1/14)
|
—
|
|
—
|
|
|
|
4,815
|
|
159,858
|
|
14,444
|
|
479,541
|
|
|||||
2015 LTIP
(3/1/15)
|
—
|
|
—
|
|
|
|
6,984
|
|
231,869
|
|
10,476
|
|
347,803
|
|
|||||
2016 LTIP
(3/1/16)
|
—
|
|
—
|
|
|
|
10,852
|
|
360,286
|
|
10,852
|
|
360,286
|
|
|||||
Total
|
15,114
|
|
—
|
|
|
|
22,651
|
|
752,013
|
|
35,772
|
|
1,187,630
|
|
|||||
Simon Medley
|
|
|
|
|
|
|
|
|
|||||||||||
|
2014 LTIP
(3/1/14)
|
—
|
|
—
|
|
|
|
2,021
|
|
67,097
|
|
6,061
|
|
201,225
|
|
||||
|
2015 LTIP
(3/1/15)
|
—
|
|
—
|
|
|
|
6,984
|
|
231,869
|
|
10,476
|
|
347,803
|
|
||||
|
2016 LTIP
(3/1/16)
|
—
|
|
—
|
|
|
|
10,852
|
|
360,286
|
|
10,852
|
|
360,286
|
|
||||
|
Total
|
—
|
|
—
|
|
|
|
19,857
|
|
659,252
|
|
27,389
|
|
909,314
|
|
(1)
|
Unvested stock options, RSUs and performance shares become exercisable or vested (and, where applicable, expire) in accordance with the schedules below, subject to performance conditions and accelerated vesting under certain circumstances described under
Long-Term Incentive Compensation
above:
|
Plan
|
Grant Date
|
Stock
Options
|
Restricted
Stock Units
|
Performance
Shares
|
||
vest and become exercisable:
|
expire if unexercised on:
|
vest and are delivered:
|
become eligible for vesting and delivery:
|
based on performance over period:
|
||
2014 LTIP
|
3/1/14
|
|
|
1/3 on 3/1/15
1/3 on 3/1/16
1/3 on 3/1/17
|
100% by 3/15/17
|
1/1/14 to 12/31/16
|
2015 LTIP
|
3/1/15
|
|
|
1/3 on 3/1/16
1/3 on 3/1/17
1/3 on 3/1/18
|
100% by 3/15/18
|
1/1/15 to 12/31/17
|
2016 LTIP
|
3/1/16
|
|
|
1/3 on 3/1/17
1/3 on 3/1/18
1/3 on 3/1/19
|
100% by 3/15/19
|
1/1/16 to 12/31/18
|
(2)
|
The 2009 Emergence Incentive Plan and the 2010 Emergence Incentive Plan (the “2009 EIP” and the “2010 EIP”) were approved by the Bankruptcy Court while Chemtura was in Chapter 11 proceedings and resulted in awards to certain executives following emergence. No further grants may be made under these emergence plans.
|
|
Option Awards
|
Stock Awards
|
||||||
Executive
|
Number of Shares Acquired on Exercise
(#)
|
Value Realized on Exercise
($)
|
Number of Shares Acquired on Vesting
(#)
|
Value Realized on Vesting
($)
|
||||
Craig Rogerson
|
—
|
|
—
|
|
102,174
|
|
2,568,194
|
|
Stephen Forsyth
|
—
|
|
—
|
|
24,027
|
|
604,367
|
|
Chet Cross
|
—
|
|
—
|
|
17,782
|
|
447,313
|
|
Billie Flaherty
|
—
|
|
—
|
|
17,546
|
|
441,332
|
|
Simon Medley
|
10,512
|
|
147,433
|
|
8,620
|
|
217,326
|
|
Executive
|
Executive Contributions in Last Fiscal Year
($)
(1)
|
Chemtura Contributions in Last Fiscal Year ($)
(2)
|
Aggregate Earnings in Last Fiscal Year
($)
|
Aggregate Withdrawals / Distributions
($)
|
Aggregate Balance at Last FYE
($)
(3)
|
|||||
Craig Rogerson
|
179,608
|
|
179,608
|
|
142,777
|
|
—
|
|
1,952,370
|
|
Stephen Forsyth
|
61,115
|
|
61,115
|
|
131,310
|
|
—
|
|
1,075,479
|
|
Chet Cross
|
47,557
|
|
47,557
|
|
21,093
|
|
—
|
|
377,685
|
|
Billie Flaherty
|
40,036
|
|
40,036
|
|
15,830
|
|
—
|
|
250,127
|
|
Simon Medley
|
39,158
|
|
39,158
|
|
43
|
|
—
|
|
121,200
|
|
(1)
|
Amounts listed in this column are included in
Base Sala
ry for 2016 in the
Summary Compensation Table
above.
|
(2)
|
Amounts listed in this column are included in the
All Other Compensation
column of the
Summary Compensation Ta
ble above.
|
(3)
|
Balances listed in this column include the following amounts which were reported in the
Summary Compensation Table
in previous years: Mr. Rogerson - $1,450,377; Mr. Forsyth - $821,939; Mr. Cross - $261,478; Ms. Flaherty - $154,225; Mr. Medley - $42,842; plus earnings on those amounts.
|
Executive
|
Position as set out in November 10, 2010 Employment Agreement
|
Minimum Annual Base Salary ($)
|
Minimum Annual Bonus Opportunity ($)
|
Craig Rogerson
|
President and Chief Executive Officer
|
1,000,000
|
100%
|
Stephen Forsyth
|
Executive Vice President and Chief Financial Officer
|
475,000
|
70%
|
Chet Cross
|
Executive Vice President, Group President Engineered and Performance Industrial Products
|
380,000
|
70%
|
Billie Flaherty
|
Senior Vice President, General Counsel and Corporate Secretary
|
350,000
|
50%
|
▪
|
Cash Severance
. Over a 12-month period following termination, Chemtura will pay the executive severance totaling the product of (x) 2.0 for Mr. Rogerson, 1.5 for Mr. Forsyth, or 1.0 for each other Covered Executive, and (y) the sum of the executive’s base salary and target bonus;
|
▪
|
Pro-rated Bonus.
Chemtura will pay the executive a bonus for the calendar year in which the termination occurs pro-rated based on the number of days the executive was employed during that year, based on full-year performance, and paid at the same time as bonuses are paid to other Chemtura employees;
|
▪
|
Stock Options, RSUs and Performance Shares.
All vested outstanding equity awards will remain outstanding and exercisable, if applicable, through their stated expiration dates; unvested awards will be cancelled;
|
▪
|
Welfare Benefits.
The executive and his or her covered dependents will be entitled to continued participation for 2.0 years (for Mr. Rogerson), 1.5 years (for Mr. Forsyth), or 1.0 years (for each other
|
▪
|
Outplacement.
The executive will receive outplacement services.
|
|
Cash Severance
($)
|
Pro-rated
Bonus
(1)
($)
|
Welfare Benefits
($)
|
Out-
placement
($)
|
Total
($)
|
|||||
Craig Rogerson
|
4,400,000
|
|
1,100,000
|
|
37,785
|
|
25,000
|
|
5,562,785
|
|
Stephen Forsyth
|
1,351,500
|
|
371,000
|
|
26,383
|
|
20,000
|
|
1,768,883
|
|
Chet Cross
|
765,325
|
|
310,325
|
|
18,892
|
|
20,000
|
|
1,114,543
|
|
Billie Flaherty
|
688,000
|
|
258,000
|
|
18,892
|
|
20,000
|
|
984,892
|
|
Simon Medley
|
455,000
|
|
—
|
|
11,054
|
|
—
|
|
466,054
|
|
(1)
|
The pro-rated bonus amount is at target for the full year as the table assumes a termination on December 31, 2016.
|
▪
|
Lump Sum Cash Severance.
The executive will receive a lump sum amount equal to the product of (x) 3.0 for Mr. Rogerson, or 2.0 for each other Covered Executive, and (y) the sum of the executive’s base salary and target bonus;
|
▪
|
Pro-rated Bonus.
Chemtura will pay the executive a bonus for the calendar year in which the termination occurs pro-rated based on the number of days the executive was employed during that year, based on full-year performance, and paid at the same time as bonuses are paid to other Chemtura employees;
|
▪
|
Stock Options.
Unvested stock options will accelerate and be immediately exercisable and all outstanding options will remain exercisable through their stated expiration dates;
|
▪
|
RSUs.
Unvested RSUs will accelerate and be immediately vested;
|
▪
|
Performance Shares.
Performance shares will accelerate and be immediately vested at target levels;
|
▪
|
Welfare Benefits.
The executive and his or her covered dependents will be entitled to continued participation for 2.0 years (for Mr. Rogerson), 1.5 years (for Mr. Forsyth), or 1.0 years (for each other Covered Executive), in such medical, dental, and hospitalization insurance coverage as is in place immediately prior to termination; and
|
▪
|
Outplacement.
The executive will receive outplacement services.
|
Executive
|
Cash Severance
($)
|
Pro-rated
Bonus
(1)
($)
|
Accelerated Vesting of RSUs
($)
(2)
|
Accelerated Vesting of Performance Shares
($)
(2)
|
Welfare Benefits
($)
|
Outplacement
($)
|
Total
($)
|
|||||||
Craig Rogerson
|
6,600,000
|
|
1,100,000
|
|
4,167,828
|
|
7,803,096
|
|
37,785
|
|
25,000
|
|
19,733,709
|
|
Stephen Forsyth
|
1,802,000
|
|
371,000
|
|
1,028,868
|
|
1,629,622
|
|
26,383
|
|
20,000
|
|
4,877,873
|
|
Chet Cross
|
1,530,651
|
|
310,325
|
|
759,848
|
|
1,211,136
|
|
18,892
|
|
20,000
|
|
3,850,852
|
|
Billie Flaherty
|
1,376,000
|
|
258,000
|
|
752,013
|
|
1,187,630
|
|
18,892
|
|
20,000
|
|
3,612,535
|
|
Simon Medley
|
763,000
|
|
308,000
|
|
659,252
|
|
909,314
|
|
11,054
|
|
20,000
|
|
2,670,620
|
|
(1)
|
The pro-rated bonus amount is at target for the full year as the table assumes a termination on December 31, 2016.
|
(2)
|
Assumes a closing price of Chemtura common stock of $33.20 per share - the closing price on December 31, 2016.
|
▪
|
Annual Cash Retainer.
Each non-employee director received an annual cash retainer of $82,000. The lead director received an additional cash retainer of $30,000 and each member of the Audit Committee received an additional $7,500. In addition, the chairs of the Audit, Compensation & Governance and Environmental, Health & Safety Committees received additional annual cash retainers of $18,000, $12,000, and $8,000, respectively. These amounts were subject to pro-ration had there been any changes in committee membership or roles during the course of the year.
|
▪
|
Annual Equity Grant.
Each non-employee director received an annual grant of common stock under the LTIP valued at $100,000. Under this program, on March 1, 2016 each then current non-employee director received 3,946 shares, based on the grant date closing price of $25.34 per share.
|
Director
|
Fees Earned or Paid in Cash ($)
|
Common Stock ($)
(1)
|
Total ($)
|
Jeffrey Benjamin
|
101,500
|
100,000
|
201,500
|
Timothy Bernlohr
|
119,500
|
100,000
|
219,500
|
Anna Catalano
|
82,000
|
100,000
|
182,000
|
James Crownover
|
90,000
|
100,000
|
190,000
|
Robert Dover
|
89,500
|
100,000
|
189,500
|
Jonathan Foster
|
82,000
|
100,000
|
182,000
|
John Wulff
|
107,500
|
100,000
|
207,500
|
(1)
|
In accordance with SEC rules, we calculated the amounts shown in this column to reflect the aggregate grant date fair value in accordance with ASC 718. The number of shares of common stock held by each of our directors is shown in Item 12 under the heading
Security Ownership of Management
.
|
Director
|
Common Stock with Deferred Delivery (#)
|
Common Stock Deferred Delivery Date
|
|
Jeffrey Benjamin
|
—
|
|
|
Timothy Bernlohr
|
—
|
|
|
Anna Catalano
|
—
|
|
|
James Crownover
|
8,389
|
|
Separation from Service (4,753), January 1, 2017 (1,212), January 1, 2018 (1,212) and January 1, 2019 (1,212)
|
Robert Dover
|
—
|
|
|
Jonathan Foster
|
16,448
|
|
Separation from Service (12,639) and January 1, 2017 (3,809)
|
John Wulff
|
24,105
|
|
Separation from Service (5,852) and one year after Separation from Service (18,253)
|
Name and Address
of
Beneficial Owner
|
Number of
Shares
Beneficially Owned
|
Percent
of
Class
|
Notes
|
BlackRock, Inc.
55 East 52
nd
Street
New York, NY 10055
|
4,106,116
|
6.48%
|
As reported on Amendment No. 1 to Schedule 13G/A filed with the SEC on January 23, 2017. According to the Schedule 13G/A, the reporting person has sole voting power with respect to 3,951,915 shares and sole dispositive power with respect to 4,106,116 shares.
|
GAMCO Investors,
Inc., et al
One Corporate Center
Rye, New York 10580-1435
|
7,660,798
|
12.09%
|
As reported on Amendment No. 8 to Schedule 13D filed with the SEC on December 15, 2016 by Mario J. Gabelli and various entities which he directly or indirectly controls or for which he acts as chief investment officer. The Schedule 13D reports ownership as follows: GAMCO Asset Management Inc. (4,726,356 shares); Gabelli Funds, LLC (2,391,015 shares); Teton Advisors, Inc. (85,000 shares); GAMCO Investors, Inc. (9,130 shares); Gabelli & Company Investment Advisors, Inc. (399,797 shares); and Mario J. Gabelli (49,500 shares).
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
4,961,046
|
7.83%
|
As reported on Amendment No. 5 to Schedule 13G/A filed with the SEC on February 10, 2017. According to the Schedule 13G/A, the reporting person has sole voting power with respect to 101,721 shares, shared voting power with respect to 7,669 shares, sole dispositive power with respect to 4,854,656 shares and shared dispositive power with respect to 106,390 shares.
|
Name
|
Shares owned on March 15, 2017
(1)
|
Deferred shares deliverable within 60
days
(2)
|
RSUs
vesting
within 60
days
(3)
|
Options exercisable within 60
days
(4)
|
Total beneficial ownership
|
Percent of outstanding shares
|
Deferred shares deliverable after 60
days
(5)
|
Total
ownership including deferred shares
|
|||||||
Jeffrey Benjamin
(6)
|
96,158
|
|
—
|
|
—
|
|
—
|
|
96,158
|
|
<1%
|
—
|
|
96,158
|
|
Timothy Bernlohr
|
52,898
|
|
—
|
|
—
|
|
—
|
|
52,898
|
|
<1%
|
—
|
|
52,898
|
|
Anna Catalano
|
26,794
|
|
—
|
|
—
|
|
—
|
|
26,794
|
|
<1%
|
—
|
|
26,794
|
|
Chet Cross
|
84,725
|
|
—
|
|
—
|
|
20,152
|
|
104,877
|
|
<1%
|
—
|
|
104,877
|
|
James Crownover
|
47,042
|
|
4,753
|
|
—
|
|
—
|
|
51,795
|
|
<1%
|
2,424
|
|
54,219
|
|
Robert Dover
|
42,059
|
|
—
|
|
—
|
|
—
|
|
42,059
|
|
<1%
|
—
|
|
42,059
|
|
Billie Flaherty
|
64,505
|
|
—
|
|
—
|
|
15,114
|
|
79,619
|
|
<1%
|
—
|
|
79,619
|
|
Stephen Forsyth
|
197,855
|
|
—
|
|
—
|
|
251,802
|
|
449,657
|
|
<1%
|
—
|
|
449,657
|
|
Jonathan Foster
|
30,259
|
|
12,639
|
|
—
|
|
—
|
|
42,898
|
|
<1%
|
—
|
|
42,898
|
|
Simon Medley
|
27,412
|
|
—
|
|
—
|
|
—
|
|
27,412
|
|
<1%
|
—
|
|
27,412
|
|
Craig Rogerson
|
391,553
|
|
—
|
|
—
|
|
326,094
|
|
717,647
|
|
1.13%
|
—
|
|
717,647
|
|
John Wulff
|
30,793
|
|
5,852
|
|
—
|
|
—
|
|
36,645
|
|
<1%
|
18,253
|
|
54,898
|
|
All directors and executive officers as a group (15 persons)
|
1,198,766
|
|
23,244
|
|
—
|
|
666,351
|
|
1,886,361
|
|
2.98%
|
20,677
|
|
1,909,038
|
|
(2)
|
Represents shares of common stock that have been deferred under Chemtura’s non-employee directors deferral programs and may become deliverable within 60 days of March 15, 2017. These deferred shares have no voting rights and are not subject to forfeiture. For additional information, refer
to Director Compensation --
Directors Deferral Plan
in Item 11.
|
(3)
|
Represents restricted stock units that will vest within 60 days of March 15, 2017.
|
(4)
|
Represents options that were exercisable on March 15, 2017 and options that become exercisable within 60 days of March 15, 2017.
|
(5)
|
Represents shares of common stock that have been deferred under Chemtura’s non-employee directors deferral programs and may become deliverable more than 60 days after March 15, 2017. These deferred shares have no voting rights and are not subject to forfeiture. For additional information, refer
to Director Compensation --
Directors Deferral Plan
in Item 11.
|
(6)
|
Includes 55,000 shares held by trusts for the benefit of family members of Mr. Benjamin. Beneficial ownership of these shares is disclaimed by Mr. Benjamin.
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted average exercise price of outstanding options, warrants
and rights
|
Number of securities for future issuance under equity compensation plans (excluding securities reflected in second column)
|
Equity compensation plans approved by the Bankruptcy Court, including the LTIP
|
0.9 million
|
$17.35
|
4.0 million
|
Position
|
Equity Guideline
|
Chief Executive Officer
|
5x base salary
|
Executive Vice President
|
3x base salary
|
Senior Vice President
|
2x base salary
|
Vice President
|
1x base salary
|
Certain other members of senior management designated by the CEO
|
1x base salary
|
Description of Professional Services
|
Amount Billed
|
||
2016
($ million)
|
2015
($ million)
|
||
Audit Fees
|
Audit fees consist of fees associated with the annual integrated audit of our consolidated financial statements and internal control over financial reporting included in our Form 10-K, the reviews of our quarterly consolidated financial statements included in our Forms 10-Q, statutory audits required in certain foreign jurisdictions and services that generally only its independent registered public accounting firm reasonably can provide, such as consents and assistance with and review of documents filed with the SEC.
|
2.5
|
2.5
|
Audit-Related Fees
|
Audit-related fees consist of assurance and related services that traditionally are performed by the independent accountant. In 2016 and 2015, audit-related fees included fees related to due diligence and carve-out audits related to divestitures. In 2015 these included fees associated with comfort letters.
|
0.3
|
0.2
|
Tax Fees
|
Tax fees consist of fees related to federal, state and local tax compliance, tax advice concerning acquisitions, divestitures and other transactions, preparation of various tax returns, as well as domestic and international tax planning. In 2015 these included fees associated with a U.S. tax credit study.
|
0.3
|
0.9
|
All Other Fees
|
In 2016 and 2015 there were no ‘other fees’ incurred.
|
—
|
—
|
Total Fees
|
3.1
|
3.6
|
1.
|
Financial statements and Report of Independent Registered Public Accounting Firm, as required by Item 8 of this form.
|
(i)
|
Consolidated Statements of Operations for the years ended December 31, 2016, 2015, and 2014;
|
(ii)
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015, and 2014;
|
(iii)
|
Consolidated Balance Sheets as of December 31, 2016 and 2015;
|
(iv)
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014;
|
(v)
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2016, 2015, and 2014;
|
(vi)
|
Notes to Consolidated Financial Statements; and
|
(vii)
|
Report of Independent Registered Public Accounting Firm.
|
2.
|
The following exhibits are either filed herewith or incorporated herein by reference to the respective reports and registration statements identified in the parenthetical clause following the description of the exhibit:
|
Exhibit No.
|
|
|
2.1
|
|
Amended and Restated Asset Purchase and Contribution Agreement, dated as of January 25, 2013 among Chemtura Corporation, SK Blue Holdings, Ltd, and Addivant USA Holdings Corp. (incorporated by reference to Exhibit 10.1 to the Registrant's January 28, 2013 Form 8-K). **
|
2.2
|
|
Stock Purchase Agreement, dated as of October 9, 2013, among KIK Custom Products Inc., KCP Corporate Holdings Inc., Chemtura Corporation, Chemtura Holdings GmbH, Great Lakes Chemical Corporation and Great Lakes Chemical (Netherlands) B.V. (incorporated by reference to Exhibit 2.1 to the Registrant’s October 10, 2013 Form 8-K). **
|
2.3
|
|
Stock and Asset Purchase Agreement, dated as of April 16, 2014, between Chemtura Corporation and Platform Specialty Products Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s April 17, 2014 Form 8-K). **
|
2.4
|
|
Modified Purchase Agreement, dated February 18, 2016, by and among Chemtura Corporation, Evercore Trust Company, N.A. and Voya Retirement Insurance and Annuity Company (incorporated by reference to Exhibit 2.1 to the Registrant's April 28, 2016 Form 10-Q).
|
2.5
|
|
Agreement and Plan of Merger, dated September 25, 2016, by and among Chemtura Corporation, Lanxess Deutschland GmbH and LANXESS Additives Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's September 26, 2016 Form 8-K). **
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Chemtura Corporation (incorporated by reference to Exhibit 3.1 the Registration November 9, 2010 Form 8-A).
|
3.2
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Chemtura Corporation (incorporated by reference to Exhibit 3.1 to the Registrant's May 13, 2013 Form 8-K).
|
3.3
|
|
Amended and Restated Bylaws of Chemtura Corporation (incorporated by reference to Exhibit 3.2 to the Registrant's May 13, 2013 Form 8-K).
|
4.1
|
|
Indenture, dated June 10, 2013, among Chemtura Corporation, the subsidiary guarantors and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Registrant's June 10, 2013 Registration Statement on Form S-3).
|
4.2
|
|
First Supplemental Indenture, dated July 23, 2013, among Chemtura Corporation, the subsidiary guarantors and Wells Fargo Bank, National Association, related to the Indenture, dated June 10, 2013, among Chemtura Corporation, the subsidiary guarantors and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Registrant's July 23, 2013 Form 8-K).
|
Exhibit No.
|
|
Description
|
10.1
|
|
Senior Secured Term Facility Credit Agreement, dated as of August 27, 2010, among Chemtura Corporation, Bank of America, N.A., as Administrative Agent, the other agents party thereto and the Lenders party thereto (incorporated by reference to Exhibit 4.5 to the Registrant’s May 16, 2011 Form 8-K/A).
|
10.2
|
|
Amendment No. 1 to the Senior Secured Term Facility Credit Agreement, dated as of September 27, 2010, among Chemtura Corporation, Bank of America, N.A., as Administrative Agent, the other agents party thereto and the Lenders party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s September 30, 2010 Form 8-K).
|
10.3
|
|
Amendment No. 2 to the Senior Secured Term Facility Credit Agreement, dated as of October 30, 2013, among Chemtura Corporation Bank of America, N.A., as Administrative Agent, the other agents party thereto and the Lenders party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s May 16, 2011 8-K/A).
|
10.4
|
|
Amendment No. 3 to the Senior Secured Term Facility Credit Agreement, dated July 25, 2016, among Chemtura Corporation Bank of America, N.A., as Administrative Agent, the other agents party thereto and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s July 28, 2016 10-Q).
|
10.5
|
|
Guaranty, dated as of November 9, 2010, pursuant to the Senior Secured Term Credit Facility Credit Agreement, (incorporated by reference to Exhibit 4.5 to the Registrant’s November 12, 2010 Form 8-K).
|
10.6
|
|
Security Agreement, dated as of November 9, 2010, pursuant to the Senior Secured Term Facility Credit Agreement, (incorporated by reference to Exhibit 4.6 to the Registrant’s November 12, 2010 Form 8-K).
|
10.7
|
|
Senior Secured Revolving Credit Facilities Agreement, dated as of November 10, 2010 and as amended and restated as of December 4, 2013, among Chemtura Corporation and certain of its subsidiaries named therein, as borrowers, Bank of America, N.A., as U.S. administrative agent and collateral agent and as foreign administrative agent, the other agents party thereto and the Initial Lenders and other Lenders party thereto (the “Amended and Restated Senior Secured Revolving Credit Facilities Agreement”) (incorporated by reference to Exhibit 4.1 to the Registrant's December 6, 2013 Form 8-K).
|
10.8
|
|
U.S. Guaranty, dated as of December 4, 2013, pursuant to the Amended and Restated Senior Secured Revolving Credit Facilities Agreement (incorporated by reference to Exhibit 4.2 to the Registrant's December 6, 2013 Form 8-K).
|
10.9
|
|
Foreign Guaranty, dated as of December 4, 2013, pursuant to the Amended and Restated Senior Secured Revolving Credit Facilities Agreement (incorporated by reference to Exhibit 4.3 to the Registrant's December 6, 2013 Form 8-K).
|
10.10
|
|
U.S. Security Agreement, dated as of December 4, 2013, pursuant to the Amended and Restated Senior Secured Revolving Credit Facilities Agreement(incorporated by reference to Exhibit 4.4 to the Registrant's December 6, 2013 Form 8-K).
|
10.11
|
|
Foreign Security Agreement, dated as of December 4, 2013, pursuant to the Amended and Restated Senior Secured Revolving Credit Facilities Agreement (incorporated by reference to Exhibit 4.5 to the Registrant's December 6, 2013 Form 8-K).
|
10.12
|
|
Employment Agreement, dated as of November 9, 2010, between Craig Rogerson and Chemtura Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s November 12, 2010 8-K).+
|
10.13
|
|
Amendment No. 1 to Employment Agreement, dated as of March 9, 2011, between Craig Rogerson and Chemtura Corporation (incorporated by reference to Exhibit 10.2 to the Registrant’s March 3, 2011 8-K).+
|
10.14
|
|
Employment Agreement, dated as of November 9, 2010, between Stephen Forsyth and Chemtura Corporation (incorporated by reference to Exhibit 10.2 to the Registrant’s November 12, 2010 8-K).+
|
10.15
|
|
Amendment No. 1 to Employment Agreement, dated as of March 9, 2011, between Stephen Forsyth and Chemtura Corporation (incorporated by reference to Exhibit 10.3 to the Registrant’s March 3, 2011 8-K).+
|
10.16
|
|
Employment Agreement, dated as of November 9, 2010, between Billie Flaherty and Chemtura Corporation (incorporated by reference to Exhibit 10.3 to the Registrant’s November 12, 2010 8-K).+
|
10.17
|
|
Amendment No. 1 to Employment Agreement, dated March 9, 2011, between Billie Flaherty and Chemtura Corporation (incorporated by reference to Exhibit 10.4 to the Registrant’s March 3, 2011 8-K).+
|
10.18
|
|
Employment Agreement, dated as of November 9, 2010, between Chet Cross and Chemtura Corporation (incorporated by reference to Exhibit 10.17 to the Registrant’s 2010 Form 10-K).+
|
10.19
|
|
Amendment No. 1 to Employment Agreement, dated as of March 9, 2011, between Chet Cross and Chemtura Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s October 29, 2014 Form 10-Q).+
|
10.20
|
|
Employment Agreement, dated as of November 9, 2010, between Alan Swiech and Chemtura Corporation (incorporated by reference to Exhibit 10.18 to the Registrant's 2010 Form 10-K).+
|
10.21
|
|
Amendment No. 1 to Employment Agreement, dated as of March 9, 2011, between Alan Swiech and Chemtura Corporation (incorporated by reference to Exhibit 10.2 to the Registrant’s October 29, 2014 Form 10-Q).+
|
Exhibit No.
|
|
Description
|
10.22
|
|
2015 Management Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant's 2015 Form 10-K).+
|
10.23
|
|
2016 Management Incentive Plan (incorporated by reference to Exhibit 10.23 to the Registrant’s 2016 Form 10-K).+
|
10.24
|
|
Chemtura Corporation 2010 Long-Term Incentive Plan, as amended through March 19, 2015 (incorporated by reference to Exhibit 10.11 to the Registrant's 2015 Form 10-K).+
|
10.25
|
|
Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 99.1 to the Registrant’s November 12, 2010 8-K).+
|
10.26
|
|
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 99.2 to the Registrant’s November 12, 2010 8-K).+
|
10.27
|
|
Form of Performance Share Award Agreement (incorporated by reference to Exhibit 10.14 to the Registrant's 2015 Form 10-K).+
|
10.28
|
|
Chemtura Corporation 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Chemtura's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 21, 2012). +
|
10.29
|
|
Chemtura Corporation Clawback Policy (incorporated by reference to Exhibit 99.1 to the Registrant's December 13, 2012 Form 8-K).+
|
10.30
|
|
Letter Agreement between Simon Medley and Chemtura Corporation, dated December 27, 2016 (incorporated by reference to Exhibit 10.30 to the Registrant’s 2016 Form 10-K). +
|
10.31
|
|
Master Agreement, dated as of October 26, 2011, Relating to Multi-Country Receivables Purchase Facilities (incorporated by reference to Exhibit 10.1 to the Registrant’s October 27, 2011 Form 8-K).
|
21
|
|
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Registrant’s 2016 Form 10-K).
|
23
|
|
Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23 to the Registrant’s 2016 Form 10-K).
|
24
|
|
Form of Power of Attorney from directors and executive officers of the Registrant authorizing signature of this report (incorporated by reference to Exhibit 24 to the Registrant's 2016 Form 10-K) (Original on file at principal executive offices of Registrant).
|
31.1
|
|
Certification of Periodic Financial Reports by the Registrant's Chief Executive Officer (Section 302) (incorporated by reference to Exhibit 31.1 to the Registrant’s 2016 Form 10-K).
|
31.1 (a)
|
|
Certification of Periodic Financial Reports by the Registrant's Chief Executive Officer (Section 302) *
|
31.2
|
|
Certification of Periodic Financial Reports by the Registrant's Chief Financial Officer (Section 302) (incorporated by reference to Exhibit 31.2 to the Registrant’s 2016 Form 10-K).
|
31.2 (a)
|
|
Certification of Periodic Financial Reports by the Registrant's Chief Financial Officer (Section 302) *
|
32.1
|
|
Certification of Periodic Financial Reports by the Registrant's Chief Executive Officer (Section 906) (incorporated by reference to Exhibit 32.1 to the Registrant’s 2016 Form 10-K).
|
32.2
|
|
Certification of Periodic Financial Reports by the Registrant's Chief Financial Officer (Section 906) (incorporated by reference to Exhibit 32.2 to the Registrant’s 2016 Form 10-K).
|
101.INS
|
|
XBRL Instance Document (incorporated by reference to Exhibit 101.INS to the Registrant’s 2016 Form 10-K).
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH to the Registrant’s 2016 Form 10-K).
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL to the Registrant’s 2016 Form 10-K).
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to Exhibit 101.LAB to the Registrant’s 2016 Form 10-K).
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE to the Registrant’s 2016 Form 10-K).
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF to the Registrant’s 2016 Form 10-K).
|
|
CHEMTURA CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
Date: April 5, 2017
|
By:
|
/s/ Stephen C. Forsyth
|
|
Stephen C. Forsyth
|
|
|
Executive Vice President and Chief Financial Officer
|
Name
|
|
Title
|
Craig A. Rogerson *
|
|
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
|
Stephen C. Forsyth
|
By:
|
/s/ Stephen C. Forsyth
|
|
|
Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
|
|
|
|
Laurence M. Orton
|
By:
|
/s/ Laurence M. Orton
|
|
|
Senior Vice President and Corporate Controller (Principal Accounting Officer)
|
|
|
|
Jeffrey D. Benjamin*
|
|
Director
|
|
|
|
Timothy J. Bernlohr*
|
|
Lead Director
|
|
|
|
Anna C. Catalano*
|
|
Director
|
|
|
|
James W. Crownover*
|
|
Director
|
|
|
|
Robert A. Dover*
|
|
Director
|
|
|
|
Jonathan F. Foster*
|
|
Director
|
|
|
|
John K. Wulff*
|
|
Director
|
|
|
|
Date: April 5, 2017
|
* By:
|
/s/ Stephen C. Forsyth
|
|
Stephen C. Forsyth
|
|
|
as attorney-in-fact
|
1 Year Chemtura Corp. (delisted) Chart |
1 Month Chemtura Corp. (delisted) Chart |
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