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 28, 2013
MINE SAFETY APPLIANCES COMPANY
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-15579 | 25-0668780 | ||
| (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)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Principal Officers
| (b) | On August 28, 2013, the Board accepted the retirement of Dennis L. Zeitler from his position of Senior Vice President, Chief Financial Officer and Treasurer of the Company. Mr. Zeitler will continue to serve as Senior Vice President and Special Advisor to the CEO. The Board also changed the title of Joseph A. Bigler from Vice President, President of MSA North America to Vice President and Chief Customer Officer of the Company. |
| (c) | On August 28, 2013, the Board elected Stacy P. McMahan as the Senior Vice President, Chief Financial Officer and Treasurer (principal financial officer) of the Company. |
Ms. McMahan, 50, was previously the Senior Vice President-Finance of the Company since December 2012. Prior thereto, she was Vice President-Finance, Customer Channels Group at Thermo Fisher Scientific (manufacturer of analytical instruments) from February 2011 to December 2012 and Vice President-Finance for Johnson & Johnson Healthcare Systems, Inc. (logistics and services for consumer health, medical device and pharmaceutical company) from June 2008 to February 2011.
Ms. McMahan will participate in the Company’s Non-CEO Executive Incentive Plan, Long-Term Incentive Compensation Plan, and Supplemental Savings Plan, each of which is described in the “Compensation Discussion and Analysis” section and elsewhere in the Company’s most recent Proxy Statement dated March 29, 2013, which is incorporated herein by reference.
A copy of the Company’s press releases announcing the matters described above are attached as Exhibits 99.1 and 99.2 to this Form 8-K.
Item 9.01 Financial Statement and Exhibits
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release of Mine Safety Appliances Company dated September 4, 2013 (Zeitler and McMahan) | |
| 99.2 | Press Release of Mine Safety Appliances Company dated September 4, 2013 (Bigler) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, MSA has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MINE SAFETY APPLIANCES COMPANY | ||
| By: | /s/ Douglas K. McClaine | |
| Douglas K. McClaine | ||
| Vice President, General Counsel and Secretary | ||
Date: September 4, 2013
Index to Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of Mine Safety Appliances Company dated September 4, 2013 (Zeitler and McMahan) | |
| 99.2 | Press Release of Mine Safety Appliances Company dated September 4, 2013 (Bigler) | |
Exhibit 99.1
| FOR IMMEDIATE RELEASE |
|
| FROM: | MSA (Mine Safety Appliances Company) |
Ticker: MSA (NYSE)
Contact: Mark Deasy – (724) 741-8570
MSA Elects Stacy McMahan to CFO
PITTSBURGH, September 4, 2013 – The Board of Directors of MSA (NYSE: MSA) has elected Stacy McMahan to the position of Chief Financial Officer and Treasurer. In this new capacity, Ms. McMahan will retain her role as Senior Vice President in addition to assuming the responsibilities of CFO and Treasurer, formerly held by Dennis Zeitler, who will be retiring from the company in August 2014. Until that time, Mr. Zeitler will serve the company as a special advisor to William M. Lambert, MSA President and CEO.
Since joining the company in December 2014, Ms. McMahan has played a key role in overseeing MSA’s Internal Audit, Treasury and Decision Support groups, adding depth and experience to an already strong team of finance professionals. Her election to CFO is part of a planned management succession process that began when Ms. McMahan joined the company late last year, Mr. Lambert said.
“Over the past nine months, Stacy, Dennis and I have been focused on implementing a sound transition plan for this leadership role, which included establishing a new Finance organizational blueprint for the future,” he said. “Under Stacy’s leadership and guidance, I’m confident our Finance team is well prepared to develop and implement key initiatives that help us fully execute our corporate strategy.”
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With more than 23 years of finance leadership experience, Ms. McMahan joined MSA from Thermo Fisher Scientific, Inc., where she served as Vice President of Finance, Customer Channels Group. Prior to that she spent six years with Johnson & Johnson as Vice President of Finance, and 16 years with Eli Lilly, where she served in a treasury oriented position in Brussels, Belgium; as Finance Manager in Basingstoke Hampshire, UK; and in a CFO role in Sydney, Australia.
A native of Guymon, Ok., Ms. McMahan holds a bachelor’s degree in finance from Oklahoma State University. She also earned an MBA from Harvard Business School.
Mr. Zeitler, who joined MSA in 1977 as Manager of Financial Services, was elected CFO in 2000. Over the years Mr. Zeitler served the company in a broad range of key finance roles and he led numerous MSA real estate projects, including the development of the highly regarded Cranberry Woods business park north of Pittsburgh. As a special advisor to the CEO, Mr. Zeitler will be involved with a number of key initiatives, Mr. Lambert noted. These include coordinating a new phase of long-range strategic planning, supporting the continued deployment of MSA’s European transformation program Europe 2.0, and overseeing activities associated with the company’s centennial anniversary in 2014.
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“It goes without saying that Dennis has done an excellent job in guiding the financial health of MSA over these many years. In both Stacy and Dennis, we have two dedicated and experienced leaders who embody and personify our core values. With each possessing such similar qualities and experience, I fully expect this transition to be seamless to all of us at MSA as well as our customers and our investors,” Mr. Lambert said.
Note to Local Editors: Ms. McMahan and her husband have three daughters and reside in the Mt. Lebanon area of Pittsburgh.
About MSA
Established in 1914, MSA 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 line of products is used by workers around the world in a broad range of industries, including the fire service, the oil, gas and petrochemical industry, construction, mining and utilities, as well as the military. Principal products include self-contained breathing apparatus, fixed gas and flame detection systems, handheld gas detection instruments, head protection products, fall protection devices and thermal imaging cameras. The company also provides a broad range of consumer and contractor safety products through a joint venture with MCR Safety. These products are marketed and sold under the Safety Works® brand. MSA, based north of Pittsburgh in Cranberry Township, Pa., has annual sales of approximately $1.2 billion, manufacturing operations in the United States, Europe, Asia and Latin America, and 42 international locations. Additional information is available on the company’s Web site at www.MSAsafety.com. Information on Safety Works products can be found at www.SafetyWorks.com.
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www.MSAsafety.com
Exhibit 99.2
| FOR IMMEDIATE RELEASE |
|
| FROM: | MSA (Mine Safety Appliances Company) |
Ticker: MSA (NYSE)
Contact: Mark Deasy – (724) 741-8570
Joseph Bigler to Lead New Customer Focus Function at MSA
Nish Vartanian Named Successor to Lead MSA North America
PITTSBURGH, September 4, 2013 – MSA (NYSE: MSA) of Pittsburgh, Pa., the global leader in safety products and systems that protect people and facility infrastructures, today announced two executive leadership changes that provide the company with a heightened global focus on driving customer loyalty while ensuring continuity of experienced leadership for the company’s North American business segment.
Joseph Bigler, formerly President of MSA’s North American business segment, has been appointed to the newly created role of Vice President and Chief Customer Officer. Concurrent with this leadership change, the Board of Directors of MSA has elected Nish Vartanian to the position of President, MSA North America. Mr. Vartanian most recently served as Vice President for the company’s Fixed Gas and Flame Detection (FGFD) business.
In his new role with the company, Mr. Bigler will be responsible for leading the global development and implementation of a customer experience framework that identifies and improves a broad range of critical customer touch points, explained William M. Lambert, MSA President and CEO.
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“For nearly 100 years, MSA’s mission to help keep customers protected from harm in the workplace has been the foundation of our culture and a mindset that exists among MSA associates around the world,” Mr. Lambert said. “Now the time has come for us to further define and leverage this focus in a way the helps us accelerate growth and increase shareholder value. That is the effort I’m looking to Joe to lead; to serve as a change agent responsible for deepening the organization’s understanding of the customer journey and the role each of us play in improving the overall customer experience.”
Mr. Bigler was elected President of MSA North America in 2007. He joined MSA in 1971 and, over his long tenure with the company, served in a variety of capacities including Product Line Manager for Self-Contained Breathing Apparatus, Nuclear Industry Specialist, Regional Sales Manager, National Sales Manager and Vice President, North America Sales. Most recently, Mr. Bigler championed customer loyalty efforts in North America, establishing a best practice blueprint and key metrics for the organization. He will now be responsible for expanding – and enhancing – these best practices on a global scale.
In being elected the new President of MSA North America, Mr. Vartanian returns to a part of the MSA organization with which he is very familiar. Over his 28 years with the company, Mr. Vartanian has served in various roles of increasing responsibility within MSA’s North America segment. He joined the company in 1985 as a sales representative in Atlanta, Ga., and was later promoted to U.S. National Sales Manager. In 2005, Mr. Vartanian was named Director of North America Commercial Sales and Distribution.
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In 2010, Mr. Vartanian played the lead role in guiding the integration of MSA’s acquisition of California-based General Monitors. In 2011, he was appointed to MSA’s Executive leadership Team and, in 2012, was elected Vice President of MSA’s Fixed Gas and Flame Detection business.
“Over the course of the last three years, Nish’s leadership has led to tremendous success for our Fixed Gas and Flame Detection (FGFD) business, and I couldn’t be more optimistic about the opportunities that await us in this market,” Mr. Lambert said. “This experience, combined with Nish’s strong knowledge of our North American market – gained from nearly 30 years of MSA sales experience – make him very well prepared to take on this new role. “In Nish we have a very capable, experienced and highly respected leader, and I am confident in his ability to lead our North American organization to new and greater levels of success.”
About MSA
Established in 1914, MSA 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 line of products is used by workers around the world in a broad range of industries, including the fire service, the oil, gas and petrochemical industry, construction, mining and utilities, as well as the military. Principal products include self-contained breathing apparatus, fixed gas and flame detection systems, handheld gas detection instruments, head protection products, fall protection devices and thermal imaging cameras. The company also provides a broad range of consumer and contractor safety products through a joint venture with MCR Safety. These products are marketed and sold under the Safety Works® brand. MSA, based north of Pittsburgh in Cranberry Township, Pa., has annual sales of approximately $1.2 billion, manufacturing operations in the United States, Europe, Asia and Latin America, and 42 international locations. Additional information is available on the company’s Web site at www.MSAsafety.com. Information on Safety Works products can be found at www.SafetyWorks.com.
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www.MSAsafety.com