Item 5.02                                                         Departure of Directors
                                                                  or Certain Officers;
                                                                  Election of Directors;
                                                                  Appointment of Certain
                                                                  Officers; Compensatory
                                                                  Arrangements of Certain
                                                                  Officers.

Departure of Scott Randolph, President, Performance Materials At the closing of the Transaction discussed in Item 2.01 above, Scott Randolph, President, Performance Materials, ceased to be an officer of, and terminated employment with, the Company. In connection with his termination of employment, Mr. Randolph and PQ Corporation entered into a transition and general release agreement, dated December 16, 2020 (the "Separation Agreement"), under which Mr. Randolph has agreed to a general release of claims in favor of the Company in exchange for certain payments and benefits. Under the Separation Agreement, Mr. Randolph is entitled to receive: (a) a payment of $1,732,500, which is equal to two times his (i) base annual salary plus (ii) his target bonus, as provided under, and payable in accordance with, Section 3.01(d)(2) of the severance agreement between Mr. Randolph, the Company and PQ Corporation, dated August 31, 2017 (the "Severance Agreement"); (b) the ability to exercise any of his vested stock options for a two-year period following the closing of the Transaction, contingent on his continued employment with Potters Industries, LLC (including any successor) ("Potters") during such time period; (c) continued eligibility to vest for all of his outstanding and unvested performance-based restricted shares for a two-year period following the closing of the Transaction and performance-based restricted stock units for a one-year period following the closing of the Transaction, in each case, subject to the achievement of the applicable performance targets and his continued employment with Potters during such time period; and (d) continued vesting of all of his outstanding and unvested time-based restricted stock units for a two-year period following the closing of the Transaction, subject to his continued employment with Potters during such time period. Mr. Randolph's entitlement to the foregoing payment and benefits is subject to his continuing compliance with the terms of the Separation Agreement as well as the terms and conditions of the Severance Agreement. Under the Severance Agreement, Mr. Randolph is subject to noncompetition and nonsolicitation covenants for a period of 24 months following the termination of his employment as well as ongoing covenants, including relating to non-disparagement and confidentiality. The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Separation Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. Treatment of Outstanding Equity Awards in Connection with Special Cash Dividend In connection with the declaration of the special cash dividend discussed in Item 8.01 below, each holder of the Company's outstanding restricted stock units and stock options as of the record date for the dividend will receive either a dividend equivalent payment upon vesting or a reduction in strike price, subject to applicable tax law limitations.




Item 8.01                                                         Other Events.

In connection with the closing of the Transaction discussed in Item 2.01 above, on December 14, 2020, the Company's Board of Directors declared a special cash dividend of $1.80 per share, payable to shareholders of record as of the close of business on December 21, 2020.

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Item 9.01                                           Financial Statements and Exhibits.

(b)            Pro forma financial information.

The unaudited pro forma condensed consolidated financial statements of the Company giving effect to the Transaction discussed in Item 2.01 above are filed as Exhibit 99.1 hereto and incorporated herein by reference.



(d)            Exhibits.

Exhibit No.                                         Description
10.1                                                  Transition Agreement and General
                                                    Release and Waiver of Claims, dated
                                                    December 16, 2020, between PQ
                                                    Corporation and Scott Randolph
99.1                                                  Unaudited Pro Forma Condensed
                                                    Consolidated Financial Statements of
                                                    PQ Group Holdings Inc.
104                                                 The cover page from this Current
                                                    Report on Form 8-K of PQ Group
                                                    Holdings Inc., formatted in Inline
                                                    XBRL and included as Exhibit 101

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