Form 8-K GENCORP INC For: Mar 02
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E-mailUNITED 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): March 2, 2015
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GenCorp Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-01520
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34-0244000
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2001 Aerojet Road, Rancho Cordova, California
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95742
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (916) 355-4000
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(Former name or former address, if changed since last report.)
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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):
o 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2015, the board of directors (the “Board”) of GenCorp Inc. (the “Company”) appointed Eileen Drake to serve as the Company’s Chief Operating Officer (“COO”).
Ms. Drake, 49, was previously employed at United Technologies Corporation (“UTC”), from 2003 until January 2015, where she served as president of Pratt & Whitney AeroPower’s auxiliary power unit and small turbojet propulsion business from 2012 to January 2015. In her prior positions at UTC, she served as the vice president of Operations from 2009 to 2012, and also vice president of Quality, Environmental, Health & Safety, and Achieving Competitive Excellence (ACE) for UTC’s Carrier Corporation from 2006 to 2009, as well as for Pratt & Whitney from 2003 to 2006. Before joining UTC, Ms. Drake managed production operations at both the Ford Motor Company and Visteon Corporation, where she was Ford’s product line manager for steering systems and plant manager of Visteon’s fuel system operation. Ms. Drake served on active duty for seven years as a U.S. Army aviator and airfield commander of Davison Army Airfield in Fort Belvoir, Virginia. Ms. Drake is a distinguished military graduate of the U.S. Army Aviation Officer School. She received a Master of Business Administration from Butler University and a Bachelor of Arts from The College of New Rochelle.
Ms. Drake does not have any family relationships with any of the directors, executive officers, or any people nominated or chosen by the Company to become a director or executive officer. Ms. Drake is not a party to any transactions listed in Item 404(a) of Regulation S-K.
Pursuant to the terms of Ms. Drake’s offer letter, attached hereto as Exhibit 10.1, she will receive an annual base salary of $500,000 and will also be eligible to receive the following: (i) an annual target incentive opportunity of 75% of base salary, (ii) a long-term incentive target of 100% of base salary, (iii) coverage of 90 days of temporary living expenses and the equivalent of one month’s salary ($41,666.67) for incidental moving costs, (iv) participation in the Company’s benefits program and 401(k) plan sponsored by the Company, and (v) four (4) weeks of paid time off per annum. Additionally, consistent with the terms of Ms. Drake’s offer letter, on March 2, 2015 Ms. Drake was awarded 25,667 restricted shares of the Company’s common stock. These shares will vest 36 months from the date of the grant. On March 2, 2015, Ms. Drake was also awarded a grant of 57,873 restricted shares, which will vest 50% on January 3, 2016 and 50% on January 3, 2017.
The foregoing description of Ms. Drake’s offer letter does not purport to be complete and is qualified in its entirety by reference to the offer letter, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On March 2, 2015, the Company issued a press release announcing the appointment of Eileen Drake to serve as the Company’s COO. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Exhibits
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10.1
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Offer letter between GenCorp and Eileen Drake, dated March 2, 2015.
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99.1
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Press release, dated March 2, 2015.
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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.
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March 5, 2015
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GENCORP INC.
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By:
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/s/ Kathleen E. Redd
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Name:
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Kathleen E. Redd
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Title:
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Vice President, Chief Financial Officer and Assistant Secretary
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Exhibit 10.1
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P O Box 13222
Sacramento CA 95813-6000
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Tel: 916-355-2160
Fax: 916-355-3522
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Elizabeth Zacharias
Vice President
Human Resources
March 2, 2015
Eileen P. Drake
7732 Camino De Arriba
Rancho Santa Fe, CA 92067
Dear Eileen:
We are pleased about the prospect of your joining our team and believe you will make a significant contribution to the success of our business. On behalf of GenCorp Inc., I am delighted to offer you the position of Chief Operating Officer (COO). In this position, you will report directly to Scott Seymour, President and Chief Executive Officer of GenCorp and Aerojet Rocketdyne.
The details of your offer include:
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Start Date. Your employment date with the company is negotiable and will be determined upon completion of our post-offer, pre-employment screening process.
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Salary. Your bi-weekly base salary will be $19,230.77 ($500,000 annually). Your position is considered exempt.
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Annual Incentive. As part of your total cash compensation, you will be eligible to participate in GenCorp’s annual incentive plan, beginning with GenCorp’s fiscal year 2015. Your target annual incentive opportunity is 75% of your base salary. Incentive plan payments are contingent upon the financial performance of GenCorp, and your incentive may vary above or below the target level. For fiscal year 2015, your participation in the plan will be for the full plan year; the amount of any incentive paid will not be prorated based upon your start date. Your eligibility to participate in the program is at the discretion of GenCorp’s Board of Directors and management, and GenCorp may modify, change or cancel any of the incentive plan, and may adjust any individual payment during the performance period or at any time prior to the payment date. Payment of the annual incentive amount, even if performance goals are met, is at the discretion of the Board and GenCorp’s CEO. All incentive payments require you to be employed by GenCorp on the date of payment.
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Drake, Eileen
March 2, 2015
Page 2
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Long-term Incentive Program. You will be eligible to participate in the long-term incentive program under the Amended and Restated 2009 Equity and Performance Incentive Plan as approved by the Board of Directors. In recent years, key executives received grants of restricted stock, which vest if specified performance goals are achieved. Such grants are normally made during GenCorp’s second fiscal quarter. Your long-term incentive target is 100% of your base salary.
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Initial Stock Grant. Subject to approval by the Board of Directors, you will be granted $500,000 in time-based restricted shares of GenCorp Common Stock effective upon the date of approval of such grant by the Board of Directors at the first regularly scheduled meeting following your start date. Provided that you remain in the continuous employ of the Company, these shares will vest 36 months from date of the grant. In addition, and also subject to approval by the Board of Directors, you will receive a grant of restricted shares in the value of $1,127,380, which will vest 50% on Jan. 3, 2016, and 50% on Jan. 3, 2017, unless you are terminated from the company (for any reason other than for cause), in which case these shares will vest immediately.
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Relocation. To assist you with your relocation to the Los Angeles area, we are offering you the benefits outlined in the enclosed relocation summary. These benefits include coverage of 90 days of temporary living expense in the Los Angeles area and the equivalent of one month’s salary ($41,666.67 less applicable federal and state taxes) for incidental moving costs.
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Following your written acceptance of our offer, a Brookfield Global Relocation Services representative will contact you to initiate your move. All relocation activities must be completed within twelve (12) months from your start date. You should be aware that all payments for any and all costs associated with relocation shall be repaid to GenCorp should you resign or be terminated for cause within eighteen (18) months of your start date.
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401(k). You will be eligible to participate in the GenCorp Retirement Savings Plan. The plan provides a 100% matching contribution up to the first three-percent of your contributions to the plan and a 50% match on your next three-percent of contributions. All company-matching contributions vest immediately.
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Vacation. You will be eligible for four (4) weeks of paid vacation. Vacation accrues by pay period.
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Benefits. GenCorp offers a comprehensive benefits program that provides a number of benefit levels and options from which to choose. Additional benefits information is enclosed with this letter.
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GenCorp reserves the right to revoke this offer at any time before employment begins. In addition, GenCorp maintains high levels of health, safety, and security. All offers of employment are contingent upon reference checks and a background investigation as well as upon your receiving appropriate security clearances (if required), submitting to a post-offer physical, and demonstrating your ability to satisfy the physical requirements of the job. Testing for substance abuse is part of our post-offer physical examination. GenCorp will not hire individuals who test positive for use of illegal drugs or improperly used legal drugs.
Drake, Eileen
March 2, 2015
Page 3
A representative from GenCorp will phone and/or email you regarding the specific date, time, and other details of your drug test and medical evaluation, which will be scheduled with a doctor or occupational health clinic in your area.
Upon completion of all of our post-offer screening processes, we will confirm your start date. On your first day, please report to our Sacramento site’s Visitor Center at 7:30 a.m.
As an employee of GenCorp, it is necessary that you agree to conform to the rules and regulations of the Company. We also require you to acknowledge, by signing in the space provided below, that your employment with GenCorp is at-will. This means your employment can be terminated, with or without cause, and with or without notice, at any time, at your option or at GenCorp’s option. Although other terms and conditions of employment may change, this at-will employment will remain in effect throughout your employment with the Company, unless it is modified by an express written employment contract for a specified term which is signed by you and an officer of GenCorp. Your signature further indicates that you agree that this letter incorporates all of the elements of our employment offer, and no agreement which is contrary to any of the matters stated in this offer letter shall be effective unless it is contained in a specific, express written contract which is signed by an authorized officer of the Company and you.
We also require you to sign the enclosed copy of our mutual agreement to arbitrate claims, which provides an expedited, impartial dispute resolution procedure for any claims that may arise during or following your employment with GenCorp. By signing this offer and the mutual agreement to arbitrate claims, you are agreeing to have your claims ruled on by an impartial arbitrator and are waiving the right to a civil trial before a judge or jury.
Our offer is contingent upon your completing, signing and returning all of the enclosed documents. A checklist and a return envelope are included for your convenience.
Because the position you are being offered requires eligibility for a U.S. security clearance, you will be required to provide proof of U.S. citizenship on your first day of work. You may provide this proof in one of the following required forms (please bring your documents with you on your start date):
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An original or certified copy of a birth certificate;
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A certificate of naturalization;
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A Certificate of Citizenship issued by the Immigration and Naturalization Service (INS);
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A Report of Birth Abroad of a Citizen of the United States of America (Form FS-240);
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A Certificate of Birth (Form FS-545 or DS-1350);
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A current passport; or
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A Record of Military Processing-Armed Forces of the United States (DD Form 1966), provided it reflects U.S. citizenship.
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Drake, Eileen
March 2, 2015
Page 4
Additionally, Aerojet Rocketdyne is required by Federal law to verify all new employees’ legal right to work in the United States. Our offer is conditioned upon your providing this proof. It is not necessary to provide proof now, but you must provide proof of your legal right to work in the United States on your first day of work. The documents described in the enclosed list are acceptable for this purpose. If you will have any difficulty providing this documentation on your start date, please notify us immediately.
Lastly, this letter incorporates all of the elements of our employment offer, subject to the more definitive terms of the GenCorp Human Resources policies and employee benefit plans. Summary descriptions of the GenCorp employee benefit plans are available upon request.
There are no other terms or conditions of employment, and your acceptance of this offer acknowledges that no one provided additional promises or incentives for you to accept employment with GenCorp.
Scott and I are pleased to welcome you to the GenCorp team. If you have any questions, please feel free to contact me at (916) 996-6481. To indicate your agreement with the above terms of your employment offer, please sign below and return one copy of this letter to me in the enclosed return envelope.
Sincerely,
/s/ Elizabeth Zacharias
Elizabeth Zacharias
Vice President, Human Resources
Enclosures
Accepted this 3rd day of March, 2015
Signature /s/ Eileen P. Drake
Exhibit 99.1
GenCorp Welcomes Eileen Drake as COO
March 02, 2015 16:01 ET | Source: GenCorp Inc.
SACRAMENTO, Calif., March 2, 2015 (GLOBE NEWSWIRE) -- GenCorp Inc. (NYSE:GY), headquartered in Sacramento, California, announced that effective today, Eileen Drake has joined the company as chief operating officer.
Drake joins GenCorp from United Technologies Corporation (UTC), where she served as president of Pratt & Whitney AeroPower's auxiliary power unit and small turbojet propulsion business. In her prior positions at UTC, she served as the vice president of Operations, and also vice president of Quality, Environmental, Health & Safety, and Achieving Competitive Excellence (ACE) for UTC's Carrier Corporation, as well as for Pratt & Whitney.
Before joining UTC, Drake managed production operations at both the Ford Motor Company and Visteon Corporation, where she was Ford's product line manager for steering systems and plant manager of Visteon's fuel system operation.
She also served on active duty for seven years as a U.S. Army aviator and airfield commander of Davison Army Airfield in Fort Belvoir, Virginia.
"We are very pleased to bring Eileen's experience in leading operational excellence and cross-cutting industry knowledge to GenCorp and Aerojet Rocketdyne at a pivotal time in the aerospace and defense industry," said President and CEO GenCorp and Aerojet Rocketdyne Scott Seymour. "Her extensive experience in positioning organizations for growth and increased profitability will be of great benefit as we work to advance our company's efficiency, innovation and value in an increasingly competitive global marketplace."
Drake is a distinguished military graduate of the U.S. Army Aviation Officer School. She received a Master of Business Administration from Butler University and a Bachelor of Arts from The College of New Rochelle. She also holds commercial and private pilot's licenses in both fixed-wing and rotary-wing aircraft.
GenCorp is a leading technology-based manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the entitlement, sale, and leasing of the company's excess real estate assets. Aerojet Rocketdyne is a world-recognized aerospace and defense leader providing propulsion and energetics to its space, missile defense, strategic, tactical missile and armaments customers throughout domestic and international markets. Additional information about GenCorp and Aerojet Rocketdyne can be obtained by visiting the companies' websites at http://www.GenCorp.com and at http://www.Rocket.com.
Investors:
Kathy Redd,
chief financial officer
916.355.2361
Media:
Glenn Mahone,
vice president, communications
202.302.9941
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