Form 8-K GLOBAL BRASS & COPPER For: May 02

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May 4, 2016 4:50 PM EDT


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 2, 2016
 
 
GLOBAL BRASS AND COPPER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
001-35938
 
06-1826563
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
475 N. Martingale Road Suite 1050
Schaumburg, IL
 
60173
(Address of principal executive offices)
 
(Zip Code)
(847) 240-4700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
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))

 






Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On May 2, 2016, Global Brass and Copper Holdings, Inc. (the “Company”) announced the retirement of Robert Micchelli, the Company’s Chief Financial Officer, effective July 1, 2016. Beginning July 1, 2016 through the beginning of 2017, Mr. Micchelli will serve in an advisory role in order to ensure a smooth transition of accountabilities. A copy of the press release announcing the resignation of Mr. Micchelli is attached hereto as Exhibit 99.1.

(c) On May 2, 2016, the Company also announced that, effective July 1, 2016, Christopher Kodosky, age 43, will be promoted to Chief Financial Officer of the Company. Mr. Kodosky joined the Company’s executive team in December 2014 as the Vice President of Finance, accountable for all aspects of the Company’s financial reporting, corporate and income tax accounting, internal controls, treasury and risk management, business analysis and strategic planning.

Prior to joining the Company, Mr. Kodosky was employed in various capacities within AMCOL International Corporation for ten years, most recently as CFO of its performance materials segment. He also served as the VP Finance and Corporate Controller for GVW Holdings and, prior to that, provided merger and acquisition services as an employee of PricewaterhouseCoopers. Mr. Kodosky earned an Executive MBA from the Northwestern University Kellogg School of Management and a degree in accountancy from the University of Illinois at Urbana-Champaign, and he is also a Certified Public Accountant. A copy of the press release announcing the appointment of Mr. Kodosky is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits:
Exhibit
Number
  
Exhibit Description
 
 
99.1
  
Press release issued May 2, 2016, announcing Mr. Micchelli’s resignation and Mr. Kodosky’s appointment.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GLOBAL BRASS AND COPPER HOLDINGS, INC
 
 
By:
 
/s/ Robert T. Micchelli
 
 
Name: Robert T. Micchelli
 
 
Title: Chief Financial Officer
Date: May 4, 2016




 




EXHIBIT INDEX
 
Exhibit
Number
  
Exhibit Description
 
 
99.1
  
Press release issued May 2, 2016, announcing Mr. Micchelli’s resignation and Mr. Kodosky’s appointment.




Exhibit 99.1


Global Brass and Copper Holdings, Inc. Announces CFO Robert Micchelli to Retire; Christopher Kodosky Named as CFO Effective July 1, 2016

SCHAUMBURG, IL. - May 2, 2016 -- Global Brass and Copper Holdings, Inc. (NYSE: BRSS) (“GBC” or the “Company”) today announced that Robert Micchelli will retire from GBC at the beginning of 2017. Mr. Micchelli will step down from his full-time role as Chief Financial Officer effective July 1, 2016. At that time, Christopher Kodosky, Vice President of Finance for GBC, will be appointed Chief Financial Officer. Mr. Micchelli will continue to serve in an advisory capacity until his retirement in early 2017 to help ensure a smooth transition of accountabilities.

“Bob has been instrumental to GBC’s success and an outstanding steward of our financial strategy who has instilled a culture of financial accountability since joining as CFO in 2008. He has guided us through critical transitions including a private equity sponsored acquisition, a comprehensive business restructuring, our initial public offering in 2013, and the establishment of GBC as a successful NYSE listed company,” said John Wasz, GBC’s President and Chief Executive Officer. “On behalf of the board and management team, I thank Bob for establishing the overarching financial management infrastructure and positioning GBC for future growth. I look forward to continuing to work with him until his planned retirement as he serves as an advisor to the company."

"We are excited to welcome Christopher to his new role as CFO,” Wasz continued. “Christopher has acquired a thorough understanding of our organization, our segments and the industries that we serve. I am confident that this knowledge along with his extensive financial expertise, business management and leadership skills will result in significant contributions to the future success of our company."

Mr. Kodosky joined GBC’s executive team in December 2014 as the Vice President of Finance accountable for all aspects of GBC’s financial reporting, corporate and income tax accounting, internal controls, treasury and risk management, business analysis and strategic planning. In addition to effecting improvements in these areas, he has also led the development of various acquisition processes that have better positioned the company for growth.

Prior to joining GBC, Christopher was employed in various capacities within AMCOL International Corporation for ten years, most recently as CFO of its performance materials segment. He also served as the VP Finance and Corporate Controller for GVW Holdings and, prior to that, provided merger and acquisition services as an employee of PricewaterhouseCoopers. Christopher earned an Executive MBA from the Northwestern University Kellogg School of Management and a degree in accountancy from the University of Illinois at Urbana-Champaign, and he is also a Certified Public Accountant.

About Global Brass and Copper

Global Brass and Copper Holdings, Inc. through its wholly-owned principal operating subsidiary, Global Brass and Copper, Inc., is a leading, value-added converter, fabricator, processor and distributor of specialized non-ferrous products in North America. We engage in metal melting and casting, rolling, drawing, extruding, welding and stamping to fabricate finished and semi-finished alloy products from processed scrap, virgin metals and other refined metals. Our products include a wide range of sheet, strip, foil, rod, tube and fabricated metal component products that we sell under the Olin Brass, Chase Brass and A.J. Oster brand names. Our



products are used in a variety of applications across diversified markets, including the building and housing, munitions, automotive, transportation, coinage, electronics/electrical components, industrial machinery and equipment and general consumer markets.



CONTACT:
 
Robert T. Micchelli
 
 
Global Brass and Copper Holdings, Inc.
 
 
Chief Financial Officer
 
 
(847) 240-4700
 
 
 
 
 
David Beré
 
 
FTI Consulting
 
 
(312) 252-4035





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