Item 5.02 Departure of Directors or Certain Officer; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2019, the Board of Directors of Libbey Inc. ("Libbey" or the
"Company") appointed Juan Amezquita to succeed James C. Burmeister as the
Company's Senior Vice President, Chief Financial Officer and Treasurer,
effective January 13, 2020. Mr. Burmeister will continue to serve as Senior Vice
President, Chief Operating Officer.
Juan Amezquita, 51, will join Libbey from Owens-Illinois (NYSE: OI), where he
has served as Vice President of Strategy and Integration since April 2019. Mr.
Amezquita previously held roles of increasing responsibility in O-I's finance
and treasury functions, beginning in 2005 as Colombia Treasurer and culminating
in his roles as Vice President and Treasurer from 2012 to 2015 and Vice
President of Finance and Corporate Controller from 2016 to April 2019. Mr.
Amezquita's earlier experience includes serving as chief financial officer for
companies in the business services and health care industries in Colombia, as
well as working as an IT system analyst.
On December 17, 2019, the Company issued a press release announcing Mr.
Amezquita's appointment. A copy of the press release is attached as Exhibit 99.1
and is incorporated by reference.
Mr. Amezquita's annual salary will be $375,000 and he will be eligible to
participate in the 2020 SMIP, the Company's annual incentive compensation plan,
with an annual incentive target of 60% of actual base salary earnings, and the
Company's 2020 long-term incentive plan ("LTIP"), with a target opportunity of
100% of annual base salary. Plan designs and performance goals for each of the
2020 SMIP and the 2020 LTIP will be established by the Compensation Committee.
Mr. Amezquita also will be eligible to participate in the performance cash
component of the 2018 LTIP and 2019 LTIP (for the 2018-2020 and 2019-2021
performance cycles, respectively), with his target opportunity for each cycle
being prorated to January 1, 2020.
No later than 30 days following Mr. Amezquita's first day of employment, he will
receive a one-time cash payment in the gross amount of $100,000. If he
terminates his employment without Good Reason before he has been employed by
Libbey for one year, he must repay Libbey the full amount of the sign-on bonus
within 30 days of the date of termination. As used in this context, "Good
Reason" has the same meaning as used in the change in control agreement
described below.
Mr. Amezquita will be covered by the Company's Executive Severance Compensation
Policy, which provides for payment of benefits solely in the event of his
termination without cause.
Finally, the Company will enter into a change in control agreement with Mr.
Amezquita. Pursuant to the change in control agreement, Mr. Amezquita will be
eligible for severance benefits if his employment is terminated by the Company
without cause or by him for good reason within two years following a change in
control or within six months before a change in control. The benefits for which
Mr. Amezquita will be eligible include: (a) a lump sum cash severance payment in
an amount equal to two times the sum of his annual base salary in effect at the
time of termination and his target annual incentive under the SMIP, (b) his
annual incentive for the year in which the date of termination occurs, based on
actual performance and prorated to the date of termination, (c) automatic
vesting of unvested equity compensation awards as of the date of termination,
(d) continuation of medical, prescription drug, dental and life insurance
benefits for a period of 18 months following the date of termination or until
such earlier time as he receives medical or life insurance coverage through a
future employer (with Mr. Amezquita continuing to pay the employee portion of
costs on a monthly basis), (e) financial planning services at a cost to the
Company not to exceed $10,000, and (f) executive outplacement services at a cost
to the Company not to exceed 15% of his annual base salary in effect at the time
of termination.
Item 9.01 Financial Statements and Exhibits
d) The following exhibits are being filed herewith:
Exhibit No. Description
99.1 Press release dated December 17, 2019
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