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): October 26, 2017
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.
d. Election of Director
On October 26, 2017 the Board of Directors of MSA Safety Incorporated elected Sandra Phillips Rogers to the Company’s Board of Directors. The Company’s press release announcing the election is filed as an exhibit to this report.
At this time, Ms. Phillips Rogers has not been appointed to any Board committees. For her services, Ms. Phillips Rogers will receive the compensation paid to non-employee directors as described in the “Compensation of Directors” section of the Company’s most recent Proxy Statement dated April 7, 2017, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished as part of this Report.
Exhibit No. Description
99.1 Press Release dated November 1, 2017
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/ Kenneth D. Krause
_________________________________________
Kenneth D. Krause
Vice President, Chief Financial Officer
and Treasurer
Date: November 1, 2017
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | ||
Exhibit 99.1
FROM: MSA (MSA Safety Incorporated)
Ticker: MSA (NYSE)
Media Contact: Mark Deasy – (724) 741-8570
Investor Relations Contact: Kenneth Krause – (724) 741-8534
Sandra Phillips Rogers Elected to MSA Board of Directors
PITTSBURGH, November 1, 2017 – The Board of Directors of global safety equipment manufacturer MSA Safety Incorporated (NYSE: MSA) today announced that Sandra Phillips Rogers, Group Vice President, General Counsel, Chief Legal Officer and Corporate Secretary for Toyota Motor North America, Inc. (TMNA), has been elected to MSA’s Board of Directors.
“We feel very fortunate to be able to add a person of Ms. Rogers’ caliber to the MSA Board,” said William M. Lambert, MSA Chairman and CEO. “Sandra brings to MSA a tremendous amount of experience strategically managing complex corporate issues, integrating business, legal and stakeholder relations into discussions and decision making. Her knowledge and insight, gained from nearly 26 years in the legal field and as a business executive, will serve MSA very well as we continue to advance our corporate strategy, effectively manage risks and work toward our long-range goals.”
As Group Vice President, General Counsel and Chief Legal Officer, Ms. Rogers leads the legal services function for Toyota's operations in North America. Previously, Ms. Rogers served as Vice President and Deputy General Counsel for Toyota Motor Sales, U.S.A., Inc.
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Prior to joining Toyota in 2012, Ms. Rogers was a partner at global law firm Morgan, Lewis & Bockius. She also served as Senior Vice President, Associate General Counsel and Chief Litigation Counsel at Pfizer Inc., and as Managing Partner of the Houston office of Shook, Hardy & Bacon.
Ms. Rogers is a founding member of the Center for Women in Law at The University of Texas School of Law, the recipient of the 2016 Legacy Award from the Brennan Center for Justice at New York University School of Law, and received the 2017 Champion of Diversity Award from D CEO. She also serves on the Boards of YWCA USA, United Way of Metropolitan Dallas, and the University of Texas Law School Foundation. In 2017, Texas Lawyer recognized Ms. Rogers as General Counsel Impact Player of the Year. Also in 2017, she was named one of Black Enterprise’s 75 Most Powerful Women in Business and a Burton Foundation Legend in Law.
Ms. Rogers received her Bachelor of Journalism and Doctor of Jurisprudence degrees from the University of Texas at Austin. A native of Texas, Ms. Rogers currently resides in Dallas.
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 helmets and protective apparel, and fall protection devices. With 2016 revenues of $1.15 billion, MSA employs approximately 4,600 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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