Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2021, Icahn Enterprises L.P. (the "Icahn Enterprises") announced
the appointment of David Willetts as President and Chief Executive Officer of
Icahn Enterprises, Icahn Enterprises Holdings L.P. ("Icahn Enterprises
Holdings") and Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), the general
partner of Icahn Enterprises and Icahn Enterprises Holdings, effective as of
November 8, 2021 (the "Effective Date"). Prior to his appointment as President
and Chief Executive Officer, Mr. Willetts has served as the Chief Financial
Officer of Icahn Enterprises, Icahn Enterprises Holdings and Icahn Enterprises
GP, and as a member of the Board of Directors of Icahn Enterprises GP (the
"Board of Directors"), since June 7, 2021. Biographical and other information
regarding Mr. Willetts is included in the Current Report on Form 8-K filed by
Icahn Enterprises and Icahn Enterprises Holdings on May 17, 2021, and is
incorporated by reference herein.
Mr. Willetts will succeed Aris Kekedjian as President and Chief Executive
Officer. Mr. Kekedjian has resigned from those positions concurrently with Mr.
Willetts ' appointment, and has resigned from the Board of Directors, both
effective as of November 5, 2021. In connection with his resignation, Mr.
Kekedjian entered into a separation agreement with Icahn Enterprises (the
"Separation Agreement"), pursuant to which he will be entitled to any payments
due to him under his Offer Letter previously entered into with Icahn
Enterprises, dated April 4, 2021 (the "Offer Letter"), based on a termination
without cause. Accordingly, pursuant to the Separation Agreement, Mr. Kekedjian
will be entitled to (a) a lump sum payment in the amount of $1,090,410, less
applicable tax and payroll withholdings, which represents the payment of his
pro-rated bonus for 2021 in accordance with the terms of the Offer Letter (b)
vesting of 23,506 deferred units (the "Vested Units") granted under the Deferred
Unit Agreement pursuant to the Icahn Enterprises L.P. 2017 Long-Term Incentive
Plan, less applicable tax and payroll withholdings, which represents the
pro-rated vesting of deferred units pursuant to the terms of the Offer Letter
and the award agreement with respect to the Vested Units (the "Award Agreement")
and may be settled in units or cash, and (c) a lump sum payment of $141,036,
less applicable tax and payroll withholdings, which represents the cash dividend
equivalents with respect to the Vested Units payable under the Award Agreement.
Payment of these amounts and receipt of these benefits is subject to Mr.
Kekedjian's execution and non-revocation of the Separation Agreement. Mr.
Kekedjian will be subject to confidentiality covenants, as well as a 12-month
post-termination covenant not to compete or to solicit employees or customers.
The above description of the Separation Agreement is a summary and is qualified
to the full text of the agreement, which will be filed with Icahn Enterprises'
Annual Report on Form 10-K for the year ending December 31, 2021.
Mr. Kekedjian's resignation was not the result of any disagreement with Icahn
Enterprises, Icahn Enterprises Holdings or Icahn Enterprises GP on any matter
relating to operations, policies or practices.
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Other than as described or incorporated by reference herein, there are no
arrangements or understandings between Mr. Willetts and any other persons
pursuant to which he was selected as President and Chief Executive Officer and
as a director of the Board of Directors, and he has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Also on November 8, 2021, Icahn Enterprises announced the appointment of Ted
Papapostolou as Chief Financial Officer of Icahn Enterprises, Icahn Enterprises
Holdings, and Icahn Enterprises GP, effective as of the Effective Date,
succeeding Mr. Willetts in that role. Prior to his appointment as Chief
Financial Officer, Mr. Papapostolou has served as Chief Accounting Officer since
March 2020 and as Secretary since April 2020, and he will continue in those
roles following his appointment as Chief Financial Officer. Biographical and
other information regarding Mr. Papapostolou is included in the Annual Report on
Form 10-K for the fiscal year ended December 31, 2020 filed by Icahn Enterprises
and Icahn Enterprises Holdings on February 26, 2021, and is incorporated by
reference herein.
Other than as described or incorporated by reference herein, there are no
arrangements or understandings between Mr. Papapostolou and any other persons
pursuant to which he was selected as Chief Financial Officer, and he has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On November 8, 2021, Icahn Enterprises issued a press release announcing the
appointment of Mr. Willetts as President and Chief Executive Officer, and of Mr.
Papapostolou as Chief Financial Officer. The press release is filed as Exhibit
99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 - Press Release dated November 8, 2021.
104 - Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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