AEPI Aep Industries Inc.

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): November 2, 2015

AEP INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (201) 641-6600

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 2, 2015, the Board of Directors of AEP Industries Inc. (the “Company”) appointed John J. Powers, age 51, as President and Chief Operating Officer of the Company. J. Brendan Barba will continue to serve as Chairman of the Board and Chief Executive Officer of the Company, and Mr. Powers will continue to serve as a director on the Board of Directors. The press release announcing the foregoing matters is hereby filed as Exhibit 99.1, which is incorporated herein by reference.

Effective November 2, 2015, the Company amended its employment agreements with each of J. Brendan Barba and John J. Powers solely to reflect the changes in officer titles.

Consistent with historical practice and corresponding to the average salary change for all of the Company’s salaried and non-bargaining employees in fiscal 2016, Mr. Powers’ target annual compensation increased by 3% in fiscal 2016. In addition, the Compensation Committee approved a market increase in connection with Mr. Powers’ appointment as President and Chief Operating Officer. In aggregate, Mr. Powers target annual compensation increased from $792,000 in fiscal 2015 to $900,800 in fiscal 2016, consisting of (1) a base salary of $394,800 (an increase of $45,500), (2) a target bonus of $236,900 (an increase of $62,400, also reflecting an increase from 50% to 60% of base salary) and (3) a target dollar value of performance units of $269,100 (an increase of $1,100).

John J. Powers has served as a director of the Company since November 2013 and has been the Company’s Executive Vice President, Sales and Marketing since March 1996. Prior thereto, he was Vice President-Custom Films Division from 1993 to 1996 and he held various sales positions with the Company from 1989 to 1993.

Mr. Powers has the following family relationships with directors and executive officers of the Company and a related person transaction required to be disclosed under Item 404(a) of Regulation S-K, all of which have been previously disclosed. Each of Mr. Powers and Paul Vegliante (Executive Vice President, Operations) is the son-in-law of Mr. Barba, Chairman of the Board and Chief Executive Officer of the Company. In addition, in September 2008, Mr. Powers’ brother became the principal of a distributor who purchases product from the Company. Prior to such date, his brother was a sales representative in the FIAP Films Division of the Company from May 2002 to September 2008. The Company sold $746,549 and $650,591 of product to such distributor in fiscal 2015 and 2014, respectively. Such transaction was reviewed by the Audit Committee to ensure that the Company’s involvement in such transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and is in the best interests of the Company and its stockholders. The Audit Committee affirmatively determined that such related person transaction did not constitute a conflict of interest.

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.

Exhibit Index

Exhibit 99.1

AEP INDUSTRIES INC. NAMES JOHN POWERS PRESIDENT AND

CHIEF OPERATING OFFICER

27-Year Veteran of AEP to Oversee Operations

Montvale, NJ, November 5, 2015 - AEP Industries Inc. (Nasdaq: AEPI, the “Company” or “AEP”) today announced John J. Powers, Executive Vice President, Sales and Marketing and a member of the Board of Directors, has been appointed to the newly created position of Chief Operating Officer (“COO”) and has assumed the role of President, effective immediately. In addition to his duties as COO, Mr. Powers will continue to oversee the sales and marketing functions and report to Brendan Barba, Chairman and Chief Executive Officer of the Company.

“Throughout his 27 year tenure at AEP and most recently as a director of the Company, John has repeatedly proven that he is a high caliber leader and an important contributor to the company‘s success. His deep knowledge of AEP’s business makes him an important contributor in driving growth and supporting the actions we are taking to achieve our long-range strategic plans,” said Mr. Barba. “In recent years, we have been closely managing our operations and processes to become more efficient, and by appointing John as COO, we expect to bring additional focus to these critical areas to further optimize our capabilities across the organization and ensure AEP is best organized for success going forward.”

The Company expects an orderly transfer of responsibilities for all of the Company’s operating functions to Mr. Powers along with a reorganization of certain of the Company’s sales and marketing activities.

Mr. Powers said, “It is a pleasure to continue on my path at AEP in this expanded new role. We remain focused on serving our present market with newer and better products and expanding our presence in these markets. I look forward to working collaboratively with the executive management team to continue to create value for our shareholders moving forward.”

About John Powers

Mr. Powers previously served as the Company’s Executive Vice President, Sales and Marketing, a position he has held since March 1996. Prior to that, he was Vice President-Custom Film Division from 1993 to 1996. He has held various other sales positions with the Company since 1989. Mr. Powers graduated from Providence College with a Bachelor of Science in Accounting. He currently serves on the Board of Trustees of Providence College.

AEP Industries Inc. manufactures, markets, and distributes an extensive range of plastic packaging products for the consumer, industrial and agricultural markets. The Company has manufacturing operations in the United States and Canada.

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