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):
October 26, 2017
Eagle Materials Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
1-12984 (Commission File Number) |
75-2520779 (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 October 26, 2017, the Board of Directors of Eagle Materials Inc. (the “Company”) appointed Margot Carter to serve as a Class II director, effective immediately. The Board also appointed Ms. Carter to the Corporate Governance and Nominating Committee and the Audit Committee, effective immediately.
Since 2014, Ms. Carter has been a director of Installed Building Products, Inc. (NYSE: IBP), an installer of insulation and complementary building products. She currently serves as IBP’s lead independent director, the Chair of its Nominating and Governance Committee and a member of its Audit Committee. Ms. Carter is also a director of Freeman Company, a brand experience business. From 2010 to 2015, Ms. Carter served as Executive Vice President, Chief Legal Officer and Secretary for RealPage, Inc. (Nasdaq: RP).
Ms. Carter will be compensated in accordance with the Company’s policy for compensation of non-employee directors, which covers August 1 to July 31 each year; however, for the period from the date of Ms. Carter’s appointment through July 31, 2018, she will be paid pro rata in cash at the annual rate of $187,000. Ms. Carter does not have any direct or indirect interest in any transaction with the Company that requires disclosure under Item 404(a) of Regulation S-K, nor is there an existing family relationship between Ms. Carter and any director or executive officer of the Company.
Item 7.01. Regulation FD Disclosure
The Company has issued a press release, dated October 31, 2017, relating to the appointment of Margot Carter 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 October 31, 2017 issued by Eagle Materials Inc. (announcing appointment of Margot Carter 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: October 31, 2017
Exhibit 99.1
|
David B. Powers President and CEO D. Craig Kesler Executive Vice President and CFO Robert S. Stewart Executive Vice President | |||
News for Immediate Release
EAGLE MATERIALS APPOINTS
MARGOT CARTER TO ITS BOARD OF DIRECTORS
DALLAS, TX (October 31, 2017) – Eagle Materials Inc. (NYSE: EXP) today announced that it has appointed Margot Carter, an accomplished c-suite executive and director for global public and private companies, to its Board of Directors.
Ms. Carter currently serves as the lead independent director, Chair of the Nominating and Governance Committee and a member of the Audit Committee of Installed Building Products, Inc. (NYSE: IBP), a leading installer of building products, and a director of Freeman Company, the world’s largest brand experience business. Ms. Carter has previously served as the executive vice president, chief legal officer and secretary of several public companies, including RealPage, Inc. (Nasdaq: RP), a leading global provider of software and data analytics to the real estate industry.
“Margot brings over 20 years of building and transforming businesses, corporate governance, strategy, corporate finance and leadership perspectives and skills to the Eagle Board,” said Eagle’s Chairman Rick Stewart. “We are confident that Margot will provide valuable insights as Eagle continues to build on its path of growth and achievement.”
“I look forward to working with the team as Eagle continues to grow and innovate,” said Carter.
About Eagle Materials Inc.
Eagle Materials Inc. manufactures and distributes Cement, Gypsum Wallboard, Recycled Paperboard, Concrete and Aggregates and Oil and Gas Proppants from more than 75 facilities across the US. Eagle is headquartered in Dallas, Texas.
For additional information, contact at 214/432-2000.
David B. Powers
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