false 0001337298 0001337298 2024-08-13 2024-08-13
 
 
 
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): August 13, 2024
 
FUTUREFUEL CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
0-52577
20-3340900
(Commission File Number)
(IRS Employer Identification No.)
 
 
8235 Forsyth Blvd., Suite 400
St. Louis, Missouri 63105
(Address of Principal Executive Offices)
 
(314) 854-8352
(Registrant’s Telephone Number)
 
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
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FF
NYSE
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The Board of Directors (the “Board”) of FutureFuel Corp. (the “Company”) appointed Richard P. Rowe effective August 13, 2024 as a Class B member of the Board until his successor is duly elected and qualified or until his earlier death, resignation or removal.
 
Mr. Rowe has served as President of RPR Global Solutions, LLC, an advisory firm that provides advisory services to companies in the specialty chemicals and materials industries, since February 2022. After serving in various leadership positions for over 20 years at Arkema, S.A., a multi-national manufacturer of specialty materials and chemicals, Mr. Rowe served as President and Chief Executive Officer of Arkema Inc., a North American subsidiary of Arkema S.A., from July 2015 through November 2021, and served on the boards of various subsidiaries of Arkema S.A., such as Arkema Mexico Arkema Canada, and Bostik Inc., and Arkema joint ventures such as Arkema-Yoshitomi (Japan), Nitta-Findley (Japan), and Seki-Arkema (Korea). Mr. Rowe chaired the Global Fluorochemical Producers Forum and served on the American Chemistry Council Board as well as its Responsible Care and Sustainability committees for more than six years. Mr. Rowe serves as Vice President of Pediatric Pharmaceuticals and also as Vice President of Club Longboat Beach & Tennis.
 
There are no arrangements between Mr. Rowe and any other person pursuant to which he was elected to serve as a director. There are no previous transactions between Mr. Rowe and the Company which are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
Mr. Rowe will be compensated in accordance with the director compensation arrangements for 2024, pro-rated for his first year of service, as described in the Company’s Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 14, 2024 under the heading “Compensation of Directors.”
 
Mr. Rowe will also be granted an option to purchase 10,000 shares of the Company’s common stock under the Company’s 2017 Omnibus Incentive Plan which will expire in August 2029. In connection with this award, Mr. Rowe entered into an Award Agreement dated August 13, 2024.
 
 
Item 9.01.         Financial Statements and Exhibits.
 
(d) Exhibit
 
EXHIBIT NUMBER
DESCRIPTION
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
 
FUTUREFUEL CORP.
 
 
By: /s/ Rose M. Sparks
         Rose M. Sparks, Chief Financial Officer
 
 
Date: August 14, 2024
 
 
 
 

 

Exhibit 99.1

 

 

 

logo01.jpg

 

August 14, 2024

 

COMPANY CONTACT:

FutureFuel Corp.

Thomas McKinlay

(314) 854-8352

www.futurefuelcorporation.com

 

 

FutureFuel Announces Appointment of New Director

 

CLAYTON, Mo. (August 14, 2024) -- FutureFuel Corp. (NYSE: FF) (“FutureFuel” or the “Company”), a manufacturer of custom and performance chemicals and biofuels, announced today that its Board of Directors (the “Board”) appointed Richard P. Rowe effective August 13, 2024 as a Class B member of the Board until his successor is duly elected and qualified or until his earlier death, resignation or removal.

 

Mr. Rowe has served as President of RPR Global Solutions, LLC, an advisory firm that provides advisory services to companies in the specialty chemicals and materials industries, since February 2022. After serving in various leadership positions for over 20 years at Arkema, S.A., a multi-national manufacturer of specialty materials and chemicals, Mr. Rowe served as President and Chief Executive Officer of Arkema Inc., a North American subsidiary of Arkema S.A., from July 2015 through November 2021, and served on the boards of various subsidiaries of Arkema S.A., such as Arkema Mexico Arkema Canada, and Bostik Inc., and Arkema joint ventures such as Arkema-Yoshitomi (Japan), Nitta-Findley (Japan), and Seki-Arkema (Korea). Mr. Rowe chaired the Global Fluorochemical Producers Forum and served on the American Chemistry Council Board as well as its Responsible Care and Sustainability committees for more than six years. Mr. Rowe serves as Vice President of Pediatric Pharmaceuticals and also as Vice President of Club Longboat Beach & Tennis.

 

There are no arrangements between Mr. Rowe and any other person pursuant to which he was elected to serve as a director. There are no previous transactions between Mr. Rowe and the Company which are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Mr. Rowe will be compensated in accordance with the director compensation arrangements for 2024, pro-rated for his first year of service, as described in the Company’s Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 14, 2024 under the heading “Compensation of Directors.”

 

Mr. Rowe will also be granted an option to purchase 10,000 shares of the Company’s common stock under the Company’s 2017 Omnibus Incentive Plan which will expire in August 2029. In connection with this award, Mr. Rowe entered into an Award Agreement dated August 13, 2024. 

 

 

About FutureFuel

 

FutureFuel is a leading manufacturer of diversified chemical products, specialty chemical products, and biofuel products. In its chemicals business, FutureFuel manufactures specialty chemicals for specific customers (“custom chemicals”), as well as multi-customer specialty chemicals (“performance chemicals”). FutureFuel's custom chemicals product portfolio includes proprietary intermediates for major chemical companies and chlorinated polyolefin adhesion promoters and antioxidant precursors for a major chemical company. FutureFuel’s performance chemicals product portfolio includes polymer (nylon) modifiers and several small-volume specialty chemicals for diverse applications. FutureFuel’s biofuels segment primarily produces and sells biodiesel. Please visit www.futurefuelcorporation.com for more information.

 

 
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Document And Entity Information
Aug. 13, 2024
Document Information [Line Items]  
Entity, Registrant Name FUTUREFUEL CORP.
Document, Type 8-K
Document, Period End Date Aug. 13, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 0-52577
Entity, Tax Identification Number 20-3340900
Entity, Address, Address Line One 8235 Forsyth Blvd., Suite 400
Entity, Address, City or Town St. Louis
Entity, Address, State or Province MO
Entity, Address, Postal Zip Code 63105
City Area Code 314
Local Phone Number 854-8352
Written Communications false
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol FF
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001337298
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