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): May 15, 2018
MSA SAFETY INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania | 1-15579 | 46-4914539 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) |
1000 Cranberry Woods Drive Cranberry Township, PA | 16066 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 724-776-8600
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))
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (c) Change in CEO.
On May 15, 2018, Mr. William M. Lambert retired from his position as Chief Executive Officer of MSA Safety Incorporated (the “Company”) and was elected by the Board of Directors (the “Board”) as Non-Executive Chairman. The same day, the Board elected Nishan J. Vartanian to the position of President and Chief Executive Officer of the Company. Mr. Vartanian most recently served as President and Chief Operating Officer of the Company. Information concerning Mr. Vartanian can be found in the most recent Proxy Statement of the Company dated April 6, 2018 and filed on the SEC’s EDGAR website. A copy of the press release related to the foregoing matters is attached hereto as Exhibit 99.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. | Description |
99.1 | Press Release dated May 15, 2018 |
SIGNATURE
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.
MSA SAFETY INCORPORATED
(Registrant)
By /s/ Douglas K. McClaine
_________________________________________
Douglas K. McClaine
Senior Vice President, Secretary and
Chief Legal Officer
Date: May 18, 2018
EXHIBIT INDEX
Exhibit 99.1
FROM: MSA (MSA Safety Incorporated)
Ticker: MSA (NYSE)
Media Contact: Mark Deasy - (724) 741-8570
Investor Relations Contact: Elyse Lorenzato - (724) 741-8525
MSA Board Elects Nishan J. Vartanian CEO of MSA Safety;
William M. Lambert Elected Non-Executive Chairman
PITTSBURGH, May 15, 2018 - The Board of Directors of global safety equipment manufacturer MSA Safety (NYSE: MSA) today elected Nishan J. Vartanian to the position of President and Chief Executive Officer of the company, and William M. Lambert to the position of non-executive Chairman. Mr. Vartanian’s election is part of a planned management succession the company announced in December 2017. Mr. Lambert, who will retire from MSA as an active full-time employee at the end of this month, has served as MSA’s CEO since 2008 and Chairman since 2015. Mr. Vartanian, 58, is the ninth CEO of the 104-year-old Pittsburgh-based company and most recently served MSA as President and Chief Operating Officer.
“I want to congratulate Nish on his election to CEO,” Mr. Lambert said. “Nish is a proven leader who is ideally suited to lead MSA into its second century of business. In addition to having the experience necessary for this role, Nish possesses great strategic vision, a growth-focused mindset, and the communication and leadership skills that I know will inspire and motivate our associates to achieve great things,” he said. “I am also honored the Directors of MSA have expressed confidence in my ability to continue to serve the company in a new, non-executive capacity.”
As Mr. Lambert steps down as CEO, he told shareholders at the company’s Annual Meeting today that one of his proudest accomplishments was developing a high performance leadership team. “Without question Nish will have an excellent team supporting him in the years ahead, both at the executive level and at all positions throughout this organization.”
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As President and CEO, Mr. Vartanian will continue to oversee the implementation of many strategic initiatives across MSA’s global portfolio to drive the future performance of the company. “Under Bill’s leadership, we have created a very solid foundation for MSA. Our focus now is to leverage that foundation to grow our business and carry out our enduring mission ‘that men and women may work in safety and that they, their families and communities may live in health throughout the world,’” Mr. Vartanian said.
Mr. Vartanian joined MSA in 1985 as a sales intern and shortly thereafter moved into a sales position working in the Atlanta, Ga., area. Over his 33-year career with the company, Mr. Vartanian has served in a variety of capacities. These include U.S. National Sales Manager; Director of North America Commercial Sales and Distribution; Vice President and Global Business Leader for MSA's Fixed Gas and Flame Detection business; Vice President of MSA North America; and Senior Vice President and President, MSA Americas.
Mr. Vartanian received a bachelor's degree in management from the University of Massachusetts Amherst in 1983. In addition to his MSA responsibilities, Mr. Vartanian serves on the board of trustees for the Manufacturers Alliance for Productivity and Innovation (MAPI), and is an active volunteer for the Woodlands Foundation, a nonprofit organization dedicated to enriching the lives of children and adults with disability and chronic illness.
Robert A. Bruggeworth, lead independent director for MSA’s Board of Directors, commented, “Bill has done an outstanding job in guiding the company as CEO. Under his tenure, MSA has developed innovative products and executed several strategic acquisitions to support its industry-leading positions in key markets, while also driving a step-change in profitability in recent years,” he said. “Bill leaves the executive management of MSA well prepared for the future and, in Nish, we have an experienced and dynamic leader in whom I and our entire Board have full confidence.”
Note to Local Editors: Mr. Vartanian and his wife Pam reside in Seven Fields, Pa. Mr. Lambert and his wife Sandy reside in Cranberry Township, Pa.
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About MSA Safety
Established in 1914, MSA Safety Incorporated is the global leader in the development, manufacture and supply of safety products that protect people and facility infrastructures. Many MSA products integrate a combination of electronics, mechanical systems and advanced materials to protect users against hazardous or life-threatening situations. The company's comprehensive product line is used by workers around the world in a broad range of markets, including the oil, gas and petrochemical industry, the fire service, the construction industry, mining and the military. MSA’s core products include self-contained breathing apparatus, fixed gas and flame detection systems, portable gas detection instruments, industrial head protection products, firefighter protective apparel and helmets, and fall protection devices. With 2017 revenues of $1.2 billion, MSA employs approximately 4,700 people worldwide. The company is headquartered north of Pittsburgh in Cranberry Township, Pa., and has manufacturing operations in the United States, Europe, Asia and Latin America. With more than 40 international locations, MSA realizes approximately half of its revenue from outside North America. For more information visit MSA’s web site at www.MSAsafety.com.
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