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):
January 5, 2024 (January 2, 2024)
HEXCEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-8472 | 94-1109521 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut 06901-3238 |
(Address of principal executive offices, including
zip code)
(Registrant’s telephone number, including
area code)
N/A
(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:
☐ | 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)) |
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, par value $0.01 | HXL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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. ☐
Section 5 – Corporate Governance and Management
Item 5.02....
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Appointment of Directors
On January 5, 2024, upon the recommendation of the
Nominating, Governance and Sustainability Committee of the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”),
the Board increased the number of members of the Board from 8 to 10 and appointed James J. Cannon and Dr. Patricia Hubbard, effective
immediately, to fill the vacancies created by increasing the size of the Board. In addition, effective as of January 5, 2024, Mr. Cannon
has been named to the Compensation Committee of the Board and Dr. Hubbard has been named to the Nominating, Governance and Sustainability
Committee of the Board.
Mr. Cannon, age 52, is the President and Chief Executive
Officer of AM General, a heavy vehicle and contract automotive manufacturer, a position he has held since September 2021. Prior to joining
AM General, Mr. Cannon served as Chief Executive Officer of FLIR Systems Inc. (now known as Teledyne FLIR LLC) prior to its acquisition
by Teledyne Technologies, which specializes in the design and production of thermal imaging cameras and sensors, from June 2017 through
June 2021. Prior to FLIR Systems, Mr. Cannon spent over 16 years at Stanley Black & Decker, Inc. where he held various leadership
roles most recently serving as President, Stanley Security for North America and Emerging Markets. Mr. Cannon served on the boards of
directors of FLIR Systems from June 2017 to June 2021 and Lydall, Inc. from April 2017 to June 2021, where he served on the compensation
and nominating and governance committees. Mr. Cannon also served in the U.S. Army for ten years as an Infantryman and Armor Officer. Mr.
Cannon holds a BA in Business Administration and Marketing from University of Tennessee at Chattanooga.
Dr. Hubbard, age 56,
is the Senior Vice President and Chief Technology Officer of Cabot Corporation (“Cabot”), a specialty chemicals and performance
materials company, a position she has held since February 2018. Prior to joining Cabot, Dr. Hubbard served as Vice President of R&D
for the Label and Graphic Materials division in North America of Avery Dennison, an adhesive manufacturing company, from September 2016
to February 2018. Prior to Avery Dennison, she held the role of Vice President of R&D at Avient Corporation and held various R&D
roles at General Electric. Dr. Hubbard serves on the board of
directors of NAATBatt International, which promotes the development and commercialization of electrochemical energy storage technology
and the revitalization of advanced battery manufacturing in North America. She holds a PhD in polymer science from the University of Akron
and a BS in Chemistry from Case Western Reserve University.
Mr. Cannon and Dr. Hubbard will participate in the
Company’s non-employee director compensation program as described in the Director Compensation Program attached as Exhibit 10.1
hereto, including, effective upon the date of appointment, a pro-rated annual equity grant of restricted stock units.
There is no arrangement or understanding between either
Mr. Cannon or Dr. Hubbard and any other persons pursuant to which he or she, as applicable, was selected as a director, and there are
no related party transactions involving Mr. Cannon or Dr. Hubbard that are reportable under Item 404(a) of Regulation S-K.
Departure of Directors
On January 2, 2024, Dr. Jeffrey A. Graves informed
the Board of his intention not to stand for reelection at the Company’s 2024 Annual Meeting of Stockholders. Mr. Graves joined the
Board in 2007 and serves on the Compensation Committee and the Nominating, Governance and Sustainability Committee of the Board. Mr. Graves’
decision not to stand for reelection was not the result of any dispute or disagreement with the Company.
On January 2, 2024, Dr. Marilyn L. Minus notified the
Board of her resignation from the Board effective April 22, 2024, and her resignation from the Nominating, Governance and Sustainability
Committee of the Board effective January 5, 2024. Dr. Minus joined the Board in December 2020. Her resignation was not the result of any
dispute or disagreement with the Company. Dr. Minus will join the Company’s leadership team as Senior Vice President, Chief Technology
Officer effective April 22, 2024. Upon Dr. Minus’ resignation from the Board, the size of the Board will be reduced to 9.
Section 9 – Financial Statements and Exhibits
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 hereunto duly authorized.
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HEXCEL CORPORATION |
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Date: January 5, 2024 |
By: |
/s/ Gail E. Lehman |
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Gail E. Lehman |
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Executive Vice President, General Counsel & Secretary |
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false
0000717605
0000717605
2024-01-02
2024-01-02
Each member of the Board of Directors (the “Board”)
of Hexcel Corporation (the “Company”) who is not an employee of the Company (each a “Non-employee Director”) shall
receive compensation for such person’s services as a member of the Board as outlined in this Director Compensation Program.
Upon (1) initial election to the Board at an
Annual Meeting of Stockholders, and (2) re-election to the Board at an Annual Meeting of Stockholders, each Non-employee Director shall
automatically be granted on the date of such Annual Meeting, and without further action of the Board, RSUs on the following basis:
Notwithstanding the foregoing, if a Non-employee Director is initially
elected or appointed to the Board other than at an Annual Meeting of Stockholders, then the grant of RSUs for his or her initial term
shall be effective on the date of such election or appointment and the Award Value shall be pro-rated for
the partial service period using a method determined by the Company from time-to-time.