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): July 2, 2015 (June 30, 2015)

 


 

MEAD JOHNSON NUTRITION COMPANY

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware

 

001-34251

 

80-0318351

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

2701 Patriot Blvd., Glenview, Illinois

 

60026

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (847) 832-2420

 

Not Applicable

(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:

 

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

 

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

 

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

 

o                                    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 July 2, 2015, Mead Johnson Nutrition Company (the “Company”) announced that Michel Martinus Gerardus Cup has been appointed Executive Vice President and Chief Financial Officer effective September 1, 2015. Mr. Cup will succeed the Company’s Interim Chief Financial Officer, Charles Urbain, who will be appointed Executive Vice President and Chief Operating Officer effective September 1, 2015. Mr. Urbain will remain as the Company’s Interim Chief Financial Officer until September 1. The Company’s press release announcing Mr. Cup’s appointment is attached as Exhibit 99.1.

 

Michel Cup, age 45, was most recently the Chief Financial Officer (CFO) of D.E Master Blenders 1753, an international coffee and tea business headquartered in the Netherlands. Mr. Cup led the carve-out of D.E Master Blenders 1753 from Sara Lee, including its listing on the Dutch stock exchange in 2012. Prior to joining D.E. Master Blenders 1753, Mr. Cup served as Chief Financial Officer of Provimi from 2010-2011 and as Finance Director of Akzonobel’s Decorative Paints business in Europe from 2009-2010. Mr. Cup has also held senior finance roles in Numico’s Baby and Medical Nutrition business from 1999-2008, including CFO Baby Nutrition Asia Pacific. Mr. Cup began his career with Deloitte where he held various audit and accounting roles from 1993-1999. Mr. Cup holds a bachelor’s degree in accounting from Hogeschool Sittard in the Netherlands and a post-doctoral degree in chartered accounting from the University of Tilburg in the Netherlands.

 

On June 30, 2015, the Company entered into an employment letter with Mr. Cup pursuant to which he is entitled to the following compensation and benefits:

 

·                  Initial annual base salary of $700,000;

 

·                  Target annual incentive award under the Company’s Senior Executive Performance Incentive Plan of 85% of base salary;

 

·                  An initial grant under the Company’s Long-Term Incentive Plan of $1,850,000, composed of stock options, restricted stock units (RSUs) and cash;

 

·                  Annual grants under the Company’s Long Term Incentive Plan similar to other senior executives of the Company;

 

·                  Employee benefits available to the Company’s senior executive officers from time to time;

 

·                  Severance in accordance with the Company’s executive severance plans.

 

The foregoing description of the employment letter with Mr. Cup is qualified in its entirety by reference to its terms, which is filed herewith as Exhibit 10.1 and is incorporated herein by this reference.

 

Item 9.01:  Financial Statements and Exhibits.

 

(d)         Exhibits

 

10.1

 

Employment Letter, dated June 30, 2015, between Mead Johnson Nutrition Company and Mr. Cup

 

 

 

99.1

 

Press Release of Mead Johnson Nutrition Company, dated July 2, 2015

 

2



 

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.

 

 

 

 

MEAD JOHNSON NUTRITION COMPANY

 

 

 

 

 

 

Date: July 2, 2015

By:

/s/ Patrick M. Sheller

 

 

Patrick M. Sheller

 

 

Senior Vice President, General Counsel and Secretary

 

3




Exhibit 10.1

 

 

2701 Patriot Boulevard

Glenview, Illinois 60026

 

June 29, 2015

 

Mr. Michel Cup

 

Dear Michel:

 

On behalf of Mead Johnson Nutrition (“the Company”), I am pleased to extend our offer to join our leadership team. The following summarizes the key terms of our offer to join the Company.

 

Your position will be Executive Vice President & Chief Financial Officer, Level 21.  I trust that in your conversations with us you have developed a good understanding of the responsibilities and obligations of the job. The position will be located in the Company’s headquarters location in Glenview, IL, USA.

 

The following table summarizes the primary elements of your offer to join the Company:

 

Element

 

Comments

 

 

 

 

 

Base Salary

 

USD 700,000

 

 

 

 

 

 

 

Annual Incentive Plan:

MJN Senior Executive Performance Incentive Plan

 

Fully performing target range:
68% - 102%; Midpoint of 85%

 

Your target bonus will be prorated based on hire date during first year of employment.

 

 

 

 

 

Annual Long-Term Incentive (“LTI”)

 

USD 1,858,000

 

 

Your LTI award target value for your grade level will be delivered in the form of Performance Share Units (PSUs), Stock Options, and Restricted Stock Units (RSUs). Individual LTI awards can be adjusted up or down from the target based on individual performance or other factors. LTI award guidelines are reviewed annually and may be adjusted periodically. Your first annual cycle grant will be delivered in 2016.

 

LTI holdings are subject to the Company’s share ownership guidelines which stipulate that you own and retain shares of company stock equivalent to 3 (three) times base salary.

 

 

 

 

 

Transition Equity Award

 

USD 1,200,000

 

To be granted on the first day of the month following your hire date, delivered as 50% options (3-year graded vesting) and 50% RSUs (4-year cliff vesting)

 

 

 

 

 

Transition Cash

 

USD 650,000 (gross)

 

Subject to clawback provisions upon voluntary resignation or termination for cause within 24 months of your hire date

 



 

Vacation

 

4 weeks of vacation

 

Vacation eligibility is earned at a rate of 10 percent of the annual allotment for each full calendar month worked in first calendar year. The full vacation allotment will be earned after your having worked 10 months of the calendar year.

 

 

 

 

 

Employee Benefits Programs

 

Benefits requiring election: medical/dental plans, reimbursement accounts, employee and dependent life insurance; The Mead Johnson & Company Retirement Savings Plan (401(k) plan).

 

Benefits not requiring an election: Short-term and long-term disability plans; travel accident plan

 

Benefits are subject to a 31 day enrollment period. Default medical plan, dental plan, and life insurance of two times base pay are in effect as of first day of employment.

 

 

 

 

 

Change in Control Benefits

 

You will be eligible to participate at the Tier 2 level: 2x base salary and bonus, as defined in the Plan.

 

 

 

 

 

 

 

Relocation Assistance

 

Relocation benefits will be offered to you consistent with the Company’s relocation policy

 

Relocation Repayment Agreement required

 

 

 

 

 

Other Elements

 

Pre-placement Fitness for Work Evaluation and Background Check; Employment Eligibility (I-9) Documentation; Confidentiality Agreement

 

 

 

We look forward to your joining the Company and hope you will find this offer satisfactory in every respect. If you have any questions, please do not hesitate to call me at 812-832-2438.  Your anticipated start date is September 1, 2015.

 

Sincerely,

 

 

 

 

 

/s/ Ian Ormesher

 

 

Ian Ormesher

 

 

Senior Vice President, Human Resources

 

 

 

 

 

Cc: MJN Staffing

 

 

 

 

 

I accept this offer with the terms and conditions as outlined in this letter:

 

 

 

 

 

 

/s/ Michel Cup

 

June 30, 2015

Michel Cup

 

Date

 




Exhibit 99.1

 

 

2701 Patriot Boulevard

Glenview, Illinois 60026

 

MICHEL CUP TO JOIN MEAD JOHNSON NUTRITION
AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

 

GLENVIEW, IL, (July 2, 2015) — Mead Johnson Nutrition Company (NYSE: MJN) announced today that Michel Cup will join the company as Executive Vice President and Chief Financial Officer (CFO) effective September 1, 2015.

 

Mr. Cup, 45, will assume responsibility for Mead Johnson’s global finance function and information systems and management.  He will also oversee the company’s external development efforts.  Mr. Cup was most recently the CFO of D.E. Master Blenders 1753, an international coffee and tea company based in the Netherlands.

 

Before joining D.E. Master Blenders 1753, Mr. Cup served as CFO of private equity owned and publically listed businesses in Europe.  From 1999 until 2008, he held senior finance roles within the Numico and Danone baby and medical nutrition businesses.  Mr. Cup began his career with Deloitte, where he served in a variety of audit and accounting roles from 1993 to 1999.

 

“I am very happy to welcome Michel to Mead Johnson and to be adding his unique capabilities to our already strong leadership team.  His operational experience within our industry, background in financial control and auditing, as well as his familiarity with financial transactions will be important contributors to the future development of our company,” said Kasper Jakobsen, President and Chief Executive Officer.  “Michel also brings a wealth of international experience to his role, having worked across Europe, the Americas and Asia.”

 

In addition to a bachelor’s degree in accounting from Hogeschool Sittard in the Netherlands, Mr. Cup holds a post-doctoral degree in chartered accountancy from the University of Tilburg in the Netherlands.

 

Mr. Cup will take over from Charles Urbain, who currently serves as the company’s Interim CFO.  Effective September 1, 2015, Mr. Urbain will assume a newly created role as Executive Vice President and Chief Operating Officer.  In his new role, Mr. Urbain will be responsible for leading the company’s global commercial operations and its external affairs function.

 

“I want to thank Charles for his excellent work as our Interim CFO over these past months and to congratulate him on his new role,” Jakobsen said.  “Given his deep knowledge of our business and track record of success, Charles is well prepared to lead our commercial operations to new levels of success.”

 



 

Over the course of a career in Mead Johnson that spans 27 years, Mr. Urbain has previously led each of its operating regions, as well as the human resources function, prior to taking on his current role as Interim CFO.

 

About Mead Johnson

 

Mead Johnson, a global leader in pediatric nutrition, develops, manufactures, markets and distributes more than 70 products in over 50 countries worldwide. The company’s mission is to nourish the world’s children for the best start in life. The Mead Johnson name has been associated with science-based pediatric nutrition products for over 100 years. The company’s “Enfa” family of brands, including Enfamil® infant formula, is the world’s leading brand franchise in pediatric nutrition. For more information, go to www.meadjohnson.com.

 

Contacts

 

Media

 

Investors

Christopher Perille, (847) 832-2178

 

Kathy MacDonald, (847) 832-2182

chris.perille@mjn.com

 

kathy.macdonald@mjn.com

 


Morgan Stanley DW Str Sat Att (NYSE:MJN)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Morgan Stanley DW Str Sat Att Charts.
Morgan Stanley DW Str Sat Att (NYSE:MJN)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Morgan Stanley DW Str Sat Att Charts.