Form 8-K EveryWare Global, Inc. For: Nov 06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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�6, 2014

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EveryWare Global, Inc.

(Exact name of Registrant as specified in its charter)

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Delaware	�	001-35437	�	45-3414553
(State or other jurisdiction of incorporation)	�	(Commission file number)	�	(I.R.S. Employer Identification No.)

519 North Pierce Avenue, Lancaster, Ohio 43130

(Address of principal executive offices, including zip code)

Registrant�s telephone number, including area code: (740)�687-2500

Not Applicable

(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):

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November�6, 2014, Ellen B. Richstone was appointed to serve as an independent member of the Board of Directors (the �Board�) of EveryWare Global, Inc. (the �Company�) and as chair of the Board�s Audit Committee. Ms.�Richstone�s appointment is effective as of November�14, 2014.

Ms.�Richstone will be entitled to annual compensation of $120,000 during her term of service on the board, with $35,000 of such compensation to be paid in the form of stock awards and $85,000 in cash, with the option to receive all or a portion in the form of stock rather than in cash in connection with her role as a member of the Board and the chair of the Audit Committee. Ms.�Richstone will also be entitled to enter into the Company�s standard indemnification agreement for directors.

There are no arrangements or understandings between Ms.�Richstone and any other persons pursuant to which Ms.�Richstone was selected as a director. There are no relationships between Ms.�Richstone and the Company or its subsidiaries that would require disclosure pursuant to Item�404(a) of Regulation S-K.

A copy of the Company�s press release announcing the appointment of Ms.�Richstone is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item�9.01.

Financial Statements and Exhibits.

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(d)

Exhibits

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Exhibit Number	��	Description
99.1	��	EveryWare Global, Inc. Press Release, dated November 12, 2014.

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SIGNATURE

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, thereunto duly authorized.

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	�		�	EVERYWARE GLOBAL, INC.
Date: November�12, 2014	�		�	By:	�	/s/ Sam A. Solomon
	�		�	Name:	�	Sam A. Solomon
	�		�	Title:	�	President and Chief Executive Officer

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EXHIBIT INDEX

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Exhibit Number	��	Description
99.1	��	EveryWare Global, Inc. Press Release, dated November 12, 2014.

Exhibit 99.1

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EVERYWARE GLOBAL ANNOUNCES APPOINTMENT OF ELLEN B. RICHSTONE TO BOARD OF DIRECTORS

Lancaster, OH � November�12, 2014 � EveryWare Global, Inc. (�EveryWare� or the �Company�) (Nasdaq: EVRY), today announced that Ellen B. Richstone has been appointed to the Company�s Board of Directors, effective the day after the filing of the Company�s third quarter financials. Ms.�Richstone has also been named Chair of the Company�s Audit Committee.

Ms.�Richstone brings over 38 years of operating and executive leadership to EveryWare. From an operating perspective, Ms.�Richstone served as the President and CEO of the Entrepreneurial Resources Group, growing the Company by a multiple of three in a two year time period. She has also been a Chief Financial Officer for both public and private companies ranging in size from early stage up to US$3 Billion in revenue and is a former Fortune 500 CFO. As a Board Member, she has experience as a Financial Expert, Audit Committee Chair, Compensation Committee member, and Nominating Committee Chair. She was the Financial Expert on the American Power Conversion Board until its sale for US $6.0 billion in cash, an 82% premium.

Sam Solomon, Chief Executive Officer of EveryWare stated, �We are very pleased that Ellen is joining EveryWare�s Board of Directors. Ellen is a seasoned executive and board member who brings a wealth of finance knowledge and operational experience to our board and her extensive leadership experience will make her a valuable asset to our team. We expect she will add many valuable contributions as we continue to transform this business.�

Ms.�Richstone is currently on the Board of Bioamber (NYSE: BIOA) and eMagin (NYSE: EMAN) in addition to being on the Board of the National Association of Corporate Directors-New England Chapter (NACDNE). She is also a member of the Corporate Directors Group, the Board Leaders Group, and the Women Corporate Directors Organization. In 2013, she was awarded the first annual Distinguished Director Award from the Corporate Directors Group, an organization of 1400 public company directors nationwide.

About EveryWare

EveryWare (Nasdaq: EVRY) is a leading marketer of tabletop and food preparation products for the consumer, foodservice, and specialty markets. The Company offers a comprehensive line of tabletop and food preparation products, such as bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, banquetware, and hollowware; premium spirit bottles; cookware; gadgets; candle and floral glass containers; and other kitchen products. Additional information can be found on EveryWare�s Investor Relations Website: http://investors.everywareglobal.com/.

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Forward Looking Statements

This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the �Securities Act�) and the Securities Exchange Act of 1934 (the �Exchange Act�). All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as �tentative�, �proposal�, �offers�, �expects,� �anticipates,� �targets,� �goals,� �projects,� �intends,� �plans,� �believes,� �seeks,� �estimates,� �continues,� �endeavors,� �strives,� �may,� variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, covenant compliance, liquidity and other characterizations of future events or circumstances are forward-looking statements.

Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason. For a description of the risks, uncertainties, and assumptions that may impact our actual results or performance, see the Company�s Annual Report on Form 10-K for 2013, filed with the Securities and Exchange Commission, as it may be updated in subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission.

Contact:

Erica Bartsch

Sloane�& Company

[email protected]

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