UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2013
Eagle Materials Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12984 | 75-2520779 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas |
75219 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number including area code: (214) 432-2000
Not Applicable
(Former name or former address if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Information responsive to Item 5.02(d):
On May 31, 2013, the Board of Directors of Eagle Materials Inc. (the “Company”) expanded the size of the Board from eight to nine directors and appointed Martin M. Ellen to serve as a Class I director, effective immediately, with a term expiring at our 2013 annual stockholders’ meeting. The Board also expanded the size of the Audit Committee from three to four directors and appointed Mr. Ellen to the Audit Committee, effective immediately.
Mr. Ellen is Chief Financial Officer and Executive Vice President at Dr Pepper Snapple Group, Inc., where he has worked since April 2010. Mr. Ellen served as the Chief Financial Officer and Senior Vice President—Finance of Snap-on Inc. from November 2002 to March 2010. Mr. Ellen will be compensated in accordance with the Company’s policy for compensation of non-management directors, which covers August 1 to July 31 each year; however, for the period from the date of Mr. Ellen’s appointment through July 31, 2013, he will be paid pro rata in cash at the annual rate of $150,000.
Item 7.01. Regulation FD Disclosure
The Company has issued a press release, dated June 3, 2013, relating to the appointment of Martin M. Ellen to the Company’s Board of Directors. The press release is attached to this Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated June 3, 2013 issued by Eagle Materials Inc. (announcing appointment of Martin M. Ellen to Board of Directors) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EAGLE MATERIALS INC. | ||
| By: | /s/ James H. Graass James H. Graass Executive Vice President, General Counsel and Secretary | |
Date: June 3, 2013
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release dated June 3, 2013 issued by Eagle Materials Inc. (announcing appointment of Martin M. Ellen to Board of Directors) | |
Exhibit 99.1
|
|
Contact at 214/432-2000 Steven R. Rowley President & CEO D. Craig Kesler Executive Vice President & CFO Robert S. Stewart Executive Vice President |
News For Immediate Release
EAGLE MATERIALS INC. APPOINTS
MARTIN M. ELLEN TO ITS BOARD OF DIRECTORS
DALLAS, TX (June 3, 2013) – Eagle Materials Inc. (NYSE: EXP) today announced that it has appointed Martin M. Ellen to its Board of Directors. Mr. Ellen is Chief Financial Officer and Executive Vice President at Dr Pepper Snapple Group, Inc. (NYSE: DPS), where he has worked for three years. Prior to his work with Dr Pepper Snapple Group, Mr. Ellen served for almost eight years as the Chief Financial Officer and Senior Vice President - Finance of Snap-on Inc. (NYSE: SNA).
“With more than 25 years of broad experience, Marty brings with him an exceptional management, finance and audit background, and we’re fortunate to have him join our board,” said Eagle’s Chairman Laurence Hirsch. “We are confident that Marty will help us further develop and execute our corporate strategy.”
Mr. Ellen began his career with the international accounting firm PricewaterhouseCoopers in Chicago. Mr. Ellen holds a Bachelor of Science degree in accounting from the University of Illinois and a Master’s in Business Administration from the J.L. Kellogg Graduate School of Management at Northwestern University, where he currently serves on the alumni advisory board. He is a certified public accountant.
About Eagle Materials Inc.
Eagle Materials Inc. manufactures and distributes Cement, Gypsum Wallboard, Recycled Paperboard, Concrete and Aggregates from 40 facilities across the U.S. Eagle is headquartered in Dallas, Texas.
For additional information, contact at 214/432-2000.
Steven R. Rowley
President and Chief Executive Officer
D. Craig Kesler
Executive Vice President and Chief Financial Officer
Robert S. Stewart
Executive Vice President, Strategy, Corporate Development and Communications