Current Report Filing (8-k)
July 02 2015 - 09:29AM
Edgar (US Regulatory)
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 |
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001-34251 |
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80-0318351 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
2701 Patriot Blvd., Glenview, Illinois |
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60026 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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 Companys 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 Companys Interim Chief Financial Officer until September 1. The Companys press release announcing Mr. Cups 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 Akzonobels Decorative Paints business in Europe from 2009-2010. Mr. Cup has also held senior finance roles in Numicos 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 bachelors 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 Companys Senior Executive Performance Incentive Plan of 85% of base salary;
· An initial grant under the Companys Long-Term Incentive Plan of $1,850,000, composed of stock options, restricted stock units (RSUs) and cash;
· Annual grants under the Companys Long Term Incentive Plan similar to other senior executives of the Company;
· Employee benefits available to the Companys senior executive officers from time to time;
· Severance in accordance with the Companys 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 |
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Employment Letter, dated June 30, 2015, between Mead Johnson Nutrition Company and Mr. Cup |
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99.1 |
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Press Release of Mead Johnson Nutrition Company, dated July 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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MEAD JOHNSON NUTRITION COMPANY |
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Date: July 2, 2015 |
By: |
/s/ Patrick M. Sheller |
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Patrick M. Sheller |
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Senior Vice President, General Counsel and Secretary |
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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 Companys headquarters location in Glenview, IL, USA.
The following table summarizes the primary elements of your offer to join the Company:
Element |
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Comments |
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Base Salary |
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USD 700,000 |
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Annual Incentive Plan:
MJN Senior Executive Performance Incentive Plan |
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Fully performing target range: 68% - 102%; Midpoint of 85% |
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Your target bonus will be prorated based on hire date during first year of employment. |
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Annual Long-Term Incentive (LTI) |
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USD 1,858,000
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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 Companys share ownership guidelines which stipulate that you own and retain shares of company stock equivalent to 3 (three) times base salary. |
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Transition Equity Award |
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USD 1,200,000 |
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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) |
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Transition Cash |
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USD 650,000 (gross) |
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Subject to clawback provisions upon voluntary resignation or termination for cause within 24 months of your hire date |
Vacation |
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4 weeks of vacation |
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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. |
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Employee Benefits Programs |
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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 |
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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. |
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Change in Control Benefits |
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You will be eligible to participate at the Tier 2 level: 2x base salary and bonus, as defined in the Plan. |
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Relocation Assistance |
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Relocation benefits will be offered to you consistent with the Companys relocation policy |
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Relocation Repayment Agreement required |
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Other Elements |
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Pre-placement Fitness for Work Evaluation and Background Check; Employment Eligibility (I-9) Documentation; Confidentiality Agreement |
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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, |
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/s/ Ian Ormesher |
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Ian Ormesher |
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Senior Vice President, Human Resources |
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Cc: MJN Staffing |
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I accept this offer with the terms and conditions as outlined in this letter: |
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/s/ Michel Cup |
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June 30, 2015 |
Michel Cup |
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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 Johnsons global finance function and information systems and management. He will also oversee the companys 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 bachelors 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 companys 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 companys 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 companys mission is to nourish the worlds 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 companys Enfa family of brands, including Enfamil® infant formula, is the worlds leading brand franchise in pediatric nutrition. For more information, go to www.meadjohnson.com.
Contacts
Media |
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Investors |
Christopher Perille, (847) 832-2178 |
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Kathy MacDonald, (847) 832-2182 |
chris.perille@mjn.com |
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kathy.macdonald@mjn.com |
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