Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation
On March 15, 2022, Richard Brenner informed the Board of Directors (the "Board")
of PureCycle Technologies, Inc. (the "Company" or "PureCycle") of his
resignation from the Board, effective March 15, 2022. Mr. Brenner's decision to
resign was not the result of any disagreement with the Company or its
management.
Appointments
Effective March 15, 2022, the Board, upon the recommendation of the Nominating
and Corporate Governance Committee, elected Allen W. Jacoby and Stephen F. Bouck
as directors of the Company. Mr. Jacoby was elected as a Class II director and
Mr. Bouck was elected as a Class III director.
The Board determined that each of Mr. Jacoby and Mr. Bouck qualifies as an
independent director under the listing standards of the Nasdaq Stock Market. The
Board anticipates naming each of Mr. Jacoby and Mr. Bouck to serve on one or
more committees of the Board, but at the time of this Form 8-K, the Board has
not determined the committee(s) to which Mr. Jacoby or Mr. Bouck will be named.
Mr. Jacoby and Mr. Bouck will receive compensation for service as non-employee
directors of the Company consistent with the compensation generally provided to
the Company's other non-employee directors, as determined by the Board from time
to time. Currently, non-employee directors generally receive, among other
things, (i) an annual grant of restricted stock units with a targeted fair
market value of $100,000; (ii) annual cash compensation of $65,000; (iii)
additional amounts between $7,500 and $15,000 for service as a non-chair
committee member and (iv) additional amounts between $15,000 and $30,000 for
service as a committee chair.
There are no arrangements or understandings between either Mr. Jacoby or Mr.
Bouck and any other persons pursuant to which either Mr. Jacoby or Mr. Bouck was
selected as a director. Mr. Bouck has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
On March 15, 2019, Milliken & Company ("Milliken"), Mr. Jacoby's employer, and
PureCycle entered into a 10-year exclusive supply agreement (the "Milliken
Agreement") under which Milliken will supply PureCycle with certain additives
needed for the Company's ultra-pure recycled resin production. Pricing is not
specified in the Milliken Agreement, but the agreement notes pricing will be
"reasonable," reflecting industry conditions with initial pricing negotiated in
good faith. No payments under the Milliken Agreement are due until initial
production at the Company's Ironton, Ohio facility ("Ironton Facility") begins.
Operations at the Ironton Facility are scheduled to begin in the fourth quarter
of 2022. Although Milliken and PureCycle have not yet agreed on initial pricing
or specified quantities, based on current market rates and conditions and
PureCycle's forecasted operations timeline, the Company estimates additives
needed for 2022 under the Milliken Agreement will cost approximately
$385,000.00. Based on operations forecasting, current market conditions as of
this 8-K (including significant supply chain disruptions and commodity
shortages), and without accounting for changes in pricing or operational
efficiencies, the Company estimates the additives needed and to be procured
under the remainder of the Milliken Agreement term, including 2022, will cost
approximately $107.8 million. Other than the Milliken Agreement, Mr. Jacoby has
no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibit
99.1 Press release announcing Mr. Brenner's resignation from and the
appointments of Mr. Jacoby and Mr. Bouck to the Board
104 The cover page from this Current Report on Form 8-K, formatted as Inline
XBRL.
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