Current Report Filing (8-k)
21 November 2022 - 10:55PM
Edgar (US Regulatory)
false000163765500016376552022-11-202022-11-20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 20, 2022
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Horizon Global Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-37427
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47-3574483
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_____________________
(State or Other Jurisdiction
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_____________
(Commission
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______________
(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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47912 Halyard Drive, Suite 100, Plymouth, Michigan
_____________________
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48170
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(Zip Code)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code:
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(734)
656-3000
_____________
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Not Applicable
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________________________________________
(Former name or former address, if changed since 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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
HZN |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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.
On November 20, 2022, Terrence G. Gohl notified Horizon Global
Corporation (the “Company”) that he would be resigning from his
roles as President and Chief Executive Officer and as a director of
the Company, effective November 21, 2022.
On November 21, 2022, the Board of Directors of the Company (the
“Board”) elected John C. Kennedy as the Company’s Interim President
and Chief Executive Officer, effective immediately. In connection
with his appointment as Interim President and Chief Executive
Officer, Mr. Kennedy will continue to serve as Chair of the
Board.
Mr. Kennedy, age 64 was appointed to the Board in April 2019, and
has served as Chair of the Board since his appointment. Mr. Kennedy
is currently president and chief executive officer of Autocam
Medical, a privately held contract manufacturer of
precision-machined implants and instruments for surgical
applications, which he founded in 2005. Mr. Kennedy previously
served as the president and chief executive officer of Autocam
Corporation, which he founded in 1988 and later sold in 2014. Mr.
Kennedy is currently the board co-chair of Lacks Enterprises, Inc.,
a Michigan-based privately held company providing complex, highly
decorated components and systems for the exterior automotive trim
market, and has been a board member since 2004. Mr. Kennedy is also
a board member of the Van Andel Institute, a Michigan-based
nonprofit biomedical research and science education organization,
since 2003; Shape Corporation, a full-service, tier-one automotive
and industrial component supplier since 2014; and Business Leaders
for Michigan, a nonprofit organization for business leaders that is
focused on strategy, policy and business initiatives to drive
Michigan’s economic growth. Outside of the business world, Mr.
Kennedy dedicates a significant amount of time to improving
education. Mr. Kennedy is a founding board member of Grand Rapids
University Preparatory Academy, a public education school located
in Grand Rapids, Michigan, since 2008, and has served on multiple
education commissions for the State of Michigan.
For his service as Interim President and Chief Executive Officer,
Mr. Kennedy will be entitled to receive a monthly cash payment of
$134,000. Mr. Kennedy will not receive any additional compensation
for his service on the Board while he is acting as Interim
President and Chief Executive Officer.
Item 7.01 Regulation FD Disclosure.
On November 21, 2022, the Company issued a press release announcing
the appointment of Mr. Kennedy and the resignation of Mr. Gohl. A
copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference. The press release is also
available on the Corporation's website at
www.horizonglobal.com.
The information in this Item 7.01 on Form 8-K (including Exhibit
99.1) is being furnished and shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are
furnished herewith:
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Exhibit No.
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Description
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
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.
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HORIZON GLOBAL CORPORATION
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Date:
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November 21, 2022
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By:
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/s/ Jay Goldbaum
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Name:
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Jay Goldbaum
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Title:
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General Counsel and Corporate Secretary
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Horizon Global (NYSE:HZN)
Historical Stock Chart
Von Jan 2023 bis Feb 2023
Horizon Global (NYSE:HZN)
Historical Stock Chart
Von Feb 2022 bis Feb 2023
