Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Mr. Kaloglu as President and Chief Executive Officer
As previously disclosed, on February 11, 2022, Sisecam Chemicals USA Inc.
("Sisecam US"), a wholly owned subsidiary of Turkiye Sise ve Cam Fabrikalari
A.S. of Istanbul, Turkey ("Sisecam"), issued a press release announcing its
intention to appoint Mr. Ertugrul Kaloglu (age 46) as President and Chief
Executive Officer of Sisecam Chemicals Resources LLC ("Sisecam LLC") and its
subsidiaries, including Sisecam Resource Partners LLC (the "General Partner"),
the general partner of Sisecam Resources LP (the "Partnership"), effective upon
the receipt of all requisite U.S. immigration and corporate approvals. Effective
as of April 15, 2022 (the "Kaloglu Effective Date"), all requisite U.S.
immigration and corporate approvals will be obtained, and the Board of Directors
(the "Board") of the General Partner will appoint Mr. Kaloglu as the President
and Chief Executive Officer of the General Partner, to serve until his successor
has been duly elected and qualified or until his death, resignation or removal.
Effective as of the Kaloglu Effective Date, Mr. Oguz Erkan will resign as the
President and Chief Executive Officer of the General Partner in order to pursue
other opportunities with the Ciner Group. Mr. Erkan will remain a member of the
board of directors of the General Partner and continue to serve as President and
Chief Executive Officer of Ciner Enterprises Inc., which owns 40% of Sisecam
LLC. There are no disagreements between Mr. Erkan and the Board, the General
Partner or the Partnership's management regarding any matter relating to the
Partnership's operations, policies or practices.
Since 2017, Mr. Kaloglu has served as Direct Procurement Director at Sisecam.
Mr. Kaloglu has over 25 years of experience in the global supply chain in a
variety of sectors: automotive (Tenneco Automotive), household appliances
(Arcelik), industrial products (Ingersoll Rand), and telecommunications (Turk
Telekom). Mr. Kaloglu is an industrial engineer with a Bachelor of Science
degree from Middle East Technical University and a Master of Science degree from
Marmara University.
As of the Kaloglu Effective Date, Mr. Kaloglu will be employed and compensated
by Sisecam LLC, subject to reimbursement by the Partnership. It is not
anticipated that Mr. Kaloglu will enter into an employment agreement for his
role as the President and Chief Executive Officer of the General Partner. The
portion of Mr. Kaloglu's compensation that will be payable by the Partnership
includes the amount of compensation allocated to the Partnership by Sisecam LLC
(and reimbursed to Sisecam LLC by the Partnership), with such allocations
determined by the amount of time he actually spends working for the Partnership
relative to the amount of time he spends working for Sisecam LLC and its other
affiliates. Mr. Kaloglu's initial compensation package, a portion of which will
be allocated to the Partnership, will include (i) an annual base salary of
$450,000 and (ii) an annual bonus target opportunity equal to 30% of his base
salary.
The Partnership and the General Partner are not aware of any transactions or
existing relationships in which Mr. Kaloglu has a direct or indirect material
interest that would require disclosure pursuant to Item 404(a) of Regulation S-K
other than as set forth herein, and are not aware of any family relationship
between Mr. Kaloglu and the General Partner's executive officers, directors or
any person nominated to become a director or executive officer of the General
Partner that would require disclosure under Item 401(d) of Regulation S-K.
Except as set forth herein, no material plan, contract, or arrangement was
entered into or materially amended by the Partnership or the General Partner in
connection with the foregoing, and there was no grant or award made by the
Partnership or the General Partner to Mr. Kaloglu or modification thereto under
any such plan, contract, or arrangement.
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