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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 6, 2024
Phibro Animal Health Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware |
|
001-36410 |
|
13-1840497 |
(State or other
jurisdiction of
incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
Glenpointe Centre East, 3rd Floor
300 Frank W. Burr Boulevard, Suite 21
Teaneck, New Jersey 07666-6712
(Address of Principal Executive Offices, including
Zip Code)
(201) 329-7300
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section
12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share |
|
PAHC |
|
NASDAQ Stock Market |
Check the appropriate box below if this
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)) |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.02 |
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. |
On February 6, 2024, Phibro Animal Health Corporation
(“Phibro” or the “Company”) announced that Glenn C. David has joined Phibro and will assume the role of Chief
Financial Officer effective February 9, 2024 (the “Start Date”), pursuant to the terms and conditions of that certain offer
letter, entered into between Phibro and Mr. David dated October 12, 2023 (the “Offer Letter”). Mr. Richard Johnson, who has
served as Phibro’s interim Chief Financial Officer since September 29, 2023, will continue with Phibro for a period of time in an
advisory capacity to ensure a smooth transition with Mr. David.
Mr. David, age 52, brings over 30 years of experience
in commercial and financial leadership roles. Mr. David’s most recent role was Executive Vice President and Group President, US
Operations, Diagnostics, Biodevices and Insurance at Zoetis Inc. Prior to that, he served as Executive Vice President and Group President,
International Operations, Aquaculture, Biodevices and Insurance at Zoetis. Mr. David was the Chief Financial Officer at Zoetis from 2016-2021,
where he maintained a well-capitalized and financially disciplined business, creating significant value for shareholders and earlier in
his career, he served as Senior Vice President of Finance Operations for Zoetis during its Initial Public Offering in 2013. Before the
Zoetis IPO, Mr. David served in various financial roles at Pfizer Inc., including Vice President of Global Finance for Pfizer Animal Health
and Vice President of Finance for the U.S. Primary Care franchise. Mr. David has a Bachelor of Science in Finance from Binghamton University
and a Masters of Business Administration in Finance from New York University.
There are no family relationships between Mr. David
and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally,
there have been no transactions involving Mr. David that would require disclosure under Item 404(a) of Regulation S-K.
Summary of Offer Letter to Mr. David
Pursuant to the Offer Letter, Mr. David will receive
an annual base salary of $650,000 and an annual bonus opportunity with a target payout equal to 50% of his base salary. In addition, Mr.
David will receive a signing bonus equal to $135,000 (the “Signing Bonus”), which will be paid on or about September 15, 2024,
subject to continued employment through the payment date; provided that, in the event Mr. David’s employment is terminated by the
Company without Cause or Mr. David resigns for Good Reason (each as defined in the Offer Letter, and each a “Qualifying Termination”),
Mr. David will receive the Signing Bonus on or before September 15, 2024.
Mr. David will receive 300,000 restricted stock
units (“RSUs”), pursuant to the Company’s 2008 Incentive Plan and an RSU award agreement (the “Award Agreement”)
to be granted on or as soon as reasonably practicable following the Start Date (such date, the “Grant Date”). Pursuant to
the Award Agreement, the RSUs shall vest as follows: (i) 150,000 RSUs will be subject to time vesting (collectively, the “Time Vesting
RSUs”) and will vest in equal installments on each of the first five anniversaries of the Grant Date, subject to continued service
through each such vesting date, and (ii) 150,000 RSUs will be subject to performance vesting (collectively, the “Performance Vesting
RSUs”) and will vest (with linear interpolation to apply for achievement between increments) based upon achievement of the arithmetic
average of the Company’s closing stock price per share for each trading day in the 90-calendar day period (the “90-Day Average”)
ending five years from the Grant Date, from $20 to $60 and above, subject to Mr. David’s continued employment on such date.
In the event of a Qualifying Termination, subject
to Mr. David’s execution and non-revocation of a general release of claims and continued compliance with all applicable restrictive
covenants, the Time Vesting RSUs will become fully vested upon the date of such termination and the Performance Vesting RSUs will vest
based on the 90-Day Average of the Company’s stock price ending on a date selected by Mr. David during the period beginning on the
date of the Qualifying Termination and ending on the first to occur of (x) five years from the Grant Date, (y) the first anniversary of
the Qualifying Termination and (z) March 15 of the year following the date the Qualifying Termination. None of the Performance Vesting
RSUs will vest if the 90-Day Average is below $20, and the maximum vesting percentage for the Performance Vesting RSUs is 100% for achievement
of a 90-Day Average of $60 or above.
In the event of a change in control of the Company,
following which either (i) 100% of the Company’s shares of stock cease to be traded on a nationally recognized stock exchange and
the Company is no longer listed on any such exchange or (ii) a Qualifying Termination occurs within 12 months, all unvested RSUs will
immediately vest in full.
Mr. David will be bound by customary confidentiality,
noncompete, nonsolicitation, and intellectual property provisions, which generally apply during employment and thereafter.
ITEM 7.01 |
REGULATION FD DISCLOSURE. |
On February 6, 2024, the Company issued a press
release announcing Mr. David joining the Company and his appointment as Chief Financial Officer effective as of the Start Date. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and
in the press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise
regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
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 thereunto duly authorized.
|
PHIBRO ANIMAL HEALTH CORPORATION
Registrant |
|
|
Date: February 6, 2024 |
|
|
|
|
By: |
/s/ Judith Weinstein |
|
Name: |
Judith Weinstein |
|
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1

For Immediate Release
Phibro Animal Health Corporation Announces Chief Financial Officer
Changes
TEANECK, N.J., February 6, 2024 (Business Wire) –
TEANECK, N.J., February 6, 2024 (Business Wire) – Phibro Animal Health Corporation (Nasdaq: PAHC) (the “Company”
or “Phibro”) today announced that Glenn C. David has joined Phibro and will assume the role of Chief Financial Officer
effective February 9, 2024. Mr. Richard Johnson, who is currently serving as Phibro’s interim Chief Financial Officer since
September 29, 2023, will continue with Phibro for a period of time in an advisory capacity to ensure a smooth transition with his
successor.
Mr. David brings over 30 years of experience in commercial and financial
leadership roles. Mr. David’s most recent role was Executive Vice President and Group President, US Operations, Diagnostics, Biodevices
and Insurance at Zoetis Inc. Prior to that, he served as Executive Vice President and Group President, International Operations, Aquaculture,
Biodevices and Insurance at Zoetis. Mr. David was the Chief Financial Officer at Zoetis from 2016-2021, where he maintained a well-capitalized
and financially disciplined business, creating significant value for shareholders and earlier in his career, he served as Senior Vice
President of Finance Operations for Zoetis during its Initial Public Offering in 2013. Before the Zoetis IPO, Mr. David served in various
financial roles at Pfizer Inc., including Vice President of Global Finance for Pfizer Animal Health and Vice President of Finance for
the U.S. Primary Care franchise.
I am very excited to welcome Glenn to Phibro. Glenn brings a wealth
of knowledge and experience not only in financial matters but in the animal health industry which will be beneficial for Phibro as we
continue to grow our business and bring value to our shareholders. He brings the skills and experience needed to play a key role in Phibro’s
future success,” said Jack Bendheim, Phibro’s Chairman, President and Chief Executive Officer. “I also want to thank
Dick Johnson, who previously served as Phibro’s Chief Financial Officer for more than 18 years, for leading us through this transition
period and for his help in ensuring the continued success of our business.”
Mr. David has a Bachelor of Science in Finance from Binghamton University
and a Masters of Business Administration in Finance from New York University.
About Phibro Animal Health Corporation
Phibro Animal Health Corporation is a leading global diversified animal
health and nutrition company. We strive to be a trusted partner with livestock producers, farmers, veterinarians and consumers who raise
or care for farm and companion animals by providing solutions to help them maintain and enhance the health of their animals. For further
information, please visit www.pahc.com.
Contacts
Phibro Animal Health Corporation
Richard Johnson
Chief Financial Officer, Phibro Animal Health Corporation
+1-201-329-7300
Or
investor.relations@pahc.com
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