Current Report Filing (8-k)
23 Januar 2023 - 10:45PM
Edgar (US Regulatory)
FALSE000093993000009399302023-01-172023-01-17
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):
January 17, 2023
Pyxus International, Inc.
(Exact name of Registrant, as specified in its
charter)
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Virginia |
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000-25734 |
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85-2386250 |
(State or other jurisdiction
of incorporation) |
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(Commission file number) |
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(I.R.S. Employer
Identification No.) |
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8001 Aerial Center Parkway
Morrisville, North Carolina 27560-8417
(Address of principal executive offices, including zip
code)
(919) 379-4300
(Registrant’s telephone number, including area code)
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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:
None
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. ☐
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On January 17, 2023, Patrick B. Fallon, a member of the Board of
Directors of Pyxus International, Inc. (the “Company”), resigned as
a director of the Company effective on January 18, 2023.
On January 18, 2023, the Board of Directors of the Company
increased the size of the Board of Directors from six to seven and
elected John S. Alphin and Patrick J. Bartels, Jr. as directors to
fill the vacancies created by the increase in the size of the Board
of Directors and Mr. Fallon’s resignation.
Mr. Fallon is a Managing Principal of Monarch Alternative Capital
LP (“Monarch”).
Mr. Bartels served as a Managing Principal of Monarch from 2002 to
December 2018.
As described in the Company’s
definitive
proxy statement
for its annual meeting of shareholders held on August 18, 2022 (the
“2022 Proxy Statement”), in connection with the resolution of
Chapter 11 bankruptcy proceedings involving the Company’s
predecessor, on August 24, 2020, the Company entered into a
Shareholders Agreement (the “Shareholders Agreement”), among the
Company and the investors listed therein, each other beneficial
owner of the Company’s common stock as of the date of the
Shareholder Agreement deemed to be a party thereto pursuant to the
plan of reorganization in the Chapter 11 proceeding and other
persons that may from time to time become parties thereto
(collectively, the “Investors”). The Shareholders Agreement
provides that each of Glendon Capital Management, L.P. (together
with its affiliates that are shareholders of the Company, the
“Glendon Investor”) and Monarch (together with its affiliates that
are shareholders of the Company, the “Monarch Investor”) shall be
entitled to nominate two individuals to serve on the board of
directors of the Company so long as it beneficially owns at least
20% of the outstanding shares of the Company’s common stock, or one
individual to serve as such a director if it beneficially owns
fewer than 20% of the outstanding shares but at least 10% of the
outstanding shares. The Shareholders Agreement provides that the
Investors shall take all necessary action to elect such nominees of
each of the Glendon Investor and the Monarch Investor as directors,
as well as the election of the chief executive officer of the
Company as a director and other individuals qualifying as
independent directors to be selected by Investors that beneficially
own 5% or more of the outstanding shares of common stock of the
Company, as determined by a majority of the shares of the Company’s
common stock beneficially owned by such Investors. The Shareholders
Agreement also includes provisions for shareholders that are
parties thereto to vote for the removal and replacement of the
directors designated by the Glendon Investor at the request of the
Glendon Investor and the removal and replacement of the directors
designated by the Monarch Investor at the request of the Monarch
Investor.
Mr. Alphin was appointed as a member of the Environmental, Social,
Governance and Nominating Committee of the Company’s Board of
Directors. Mr. Bartels was appointed as a member of the Audit
Committee of the Company’s Board of Directors and as the Chair of
the Compensation Committee of the Company’s Board of Directors.
Each of Mr. Alphin and Mr. Bartels will be entitled to receive
compensation for his service as a director in accordance with the
Company’s policies for the compensation of directors who are not
employees of the Company, which currently provide for annual cash
compensation of $115,000 for service on the Board of
Directors,
$10,000 for service on each committee thereof (other than as Chair
of the committee), and $25,000 for service as Chair of the
Compensation Committee, as well as an award of restricted stock
units having a grant date value of $125,000 that vest subject to
the satisfaction of the conditions set forth in the
2022 Proxy Statement
under the heading “Compensation of Directors,” which information is
incorporated herein by reference. Such compensation will be
prorated for their respective period of service.
On January 23, 2023, the Company issued a press release, which is
filed as Exhibit 99.1 hereto and is incorporated by reference
herein.
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Item 9.01 |
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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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.
Date: January 23, 2023
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PYXUS INTERNATIONAL, INC. |
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By: |
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/s/ William L. O’Quinn, Jr. |
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William L. O’Quinn, Jr. |
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Senior Vice President – Chief Legal |
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Officer and Secretary |
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