0001519061false00-000000000015190612024-02-212024-02-21

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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

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Date of Report (Date of earliest event reported): February 21, 2024

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Trinseo PLC

(Exact name of registrant as specified in its charter)

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Ireland

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001-36473

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N/A

(State or other jurisdiction
of incorporation or organization)

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(Commission
File Number)

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(I.R.S. Employer
Identification Number)

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440 East Swedesford Road, Suite 301,

Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

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(610) 240-3200

(Telephone number, including area code)

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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 (see General Instruction A.2. below):

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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:

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Title of Each Class

Trading symbol(s)

Name of Each Exchange on which registered

Ordinary Shares, par value $0.01 per share

TSE

New York Stock Exchange

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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).

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Emerging growth company ☐

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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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On February 21, 2024, the Compensation Committee of the Board of Directors of Trinseo PLC (the “Company”) approved the grant of special one-time cash retention awards to certain employees, including David Stasse, the Company’s Chief Financial Officer, and Angelo Chaclas, the Company’s Chief Legal Officer (the “Executives”). The special one-time cash retention awards consist of a time-vested cash award of $2 million to Mr. Stasse and $1 million to Mr. Chaclas, which awards are payable in two equal annual installments subject to each Executive’s continued employment. The retention awards are intended to serve as a strong incentive to retain certain key members of management during a period of extreme volatility in the chemicals industry. In the event the Executive is terminated without cause, due to death or disability, or following change in control, the retention awards will be paid in full or in part depending on the reason for termination. If the Executive’s employment is terminated for any other reason the Executive will forfeit the right to receive any unpaid portion of the retention award but will not be obligated to repay any portion of the award previously paid.

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The preceding summary of the terms of the retention awards is qualified in its entirety by reference to the agreement governing the retention awards,. The above description of the agreement governing the retention awards does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the retention agreement, the form of will is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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ITEM 9.01Exhibits.

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10.1

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Form of Retention Award Agreement

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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SIGNATURE

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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TRINSEO PLC

By:

/s/ Angelo Chaclas

Name:

Angelo Chaclas

Title:

Senior Vice President and Chief Legal Officer

Date: February 27, 2024

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Graphic

Trinseo PLC

Riverside One, Sir John Rogerson's Quay

Dublin 2

D02 X576 Ireland

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[_______], 2024

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[_______]

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Re: Retention Bonus Agreement

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Dear [_______]:

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Thank you for your contributions to Trinseo PLC (the “Company”). Your role is key to our success and we are excited to offer you the retention bonus described below to incentivize your continued employment and support of the Company and its subsidiaries (collectively the “Trinseo Group”) during a period of extreme volatility in the chemicals industry.

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Retention Bonus

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In consideration for your continued employment in your current role of [_______] with the Company, you will be eligible for an individual, extraordinary (one time) conditional retention bonus of [_______] (the “Retention Bonus”). Your eligibility for the Retention Bonus will be effective as of [_______], 2024 (the “Effective Date”), subject to the terms and conditions set out below.

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Terms and Conditions of Retention Bonus

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1.Retention Bonus Calculation and Pay-Out Schedule

The Retention Bonus is calculated and shall be paid out as set forth below:

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A payment of $[_______] will be paid to you via the member of the Trinseo Group with which you are employed, in two installments as soon as administratively practicable following the payment dates set forth below. This payment will be subject to all withholdings for applicable taxes.

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Schedule of Retention Bonus Payments

Payment Date 1 ([_____], 2025):$[_______]

Payment Date 2 ([_____], 2026):$[_______]

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2.Conditions For Receiving a Retention Bonus

Your right to receive the Retention Bonus are conditional upon and subject to:

●Your execution and return of this Retention Bonus Agreement;
●Your continued employment by the Trinseo Group or termination by the Trinseo Group, other than for Cause (as defined in your employment agreement with the Company), through the scheduled payment dates;
●Your compliance with the other provisions of this Agreement.

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3.Termination (other than for Cause)
(a)Except as provided for below, if your employment with the Company terminates for any reason prior to the payment dates above, the unpaid portion of the Retention Bonus will be automatically and immediately forfeited upon such termination.

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(b)If your employment terminates due to death, Permanent Disability, or other than for Cause, in each case, prior to any payment date, the Retention Bonus, to the

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Graphic

Trinseo PLC

Riverside One, Sir John Rogerson's Quay

Dublin 2

D02 X576 Ireland

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extent then outstanding, will immediately vest in an amount equal to (A) the total unpaid amount of the Retention Bonus, multiplied by (B) a fraction, the numerator of which is the number of full months occurring between (i) the later of the Effective Date or the most recent payment date and (ii) the date of termination due to death of Permanent Disability, and the denominator of which is the number of months between (x) the later of the Effective Date or the most recent payment date and (y) and the final payment date.

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(c)If, within the twenty-four (24)-month period following the occurrence of a Change in Control (as defined below), (A) your employment is terminated by the Company other than for cause or, (B) if you are a current member of the Company’s executive leadership team and are subject to an effective employment agreement with the Company that provides you with the ability to terminate employment for “good reason” (with such term having the meaning ascribed thereto in the employment agreement, if any, between you and the Company for so long as such agreement is in effect), upon such termination and in lieu of the treatment provided for in Section 4(b)ii above, the unpaid portion of the Retention Bous, to the extent then outstanding, will immediately vest in full.

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For purposes of this Agreement, “Change in Control” means the first to occur of any of the following events:

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i)an event in which any “person,” as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”) (other than (A) the Company, (B) any subsidiary of the Company, (C) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any subsidiary of the Company, and (D) any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Section 13(d) of the 1934 Act), together with all affiliates and associates (as such terms are used in Rule 12b-2 of the General Rules and Regulations under the 1934 Act) of such person, directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities;

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ii)the consummation of the merger or consolidation of the Company with any other company, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) after which no “person” “beneficially owns” (with the determination of such “beneficial ownership” on the same basis as set forth in clause (1) of this definition) securities of the Company or the surviving entity of such merger

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Graphic

Trinseo PLC

Riverside One, Sir John Rogerson's Quay

Dublin 2

D02 X576 Ireland

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or consolidation representing 50% or more of the combined voting power of the securities of the Company or the surviving entity of such merger or consolidation; or

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iii)the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets.

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Notwithstanding the foregoing, to the extent any amount constituting “nonqualified deferred compensation” subject to Section 409A would become payable under this Agreement by reason of a Change in Control, it shall become payable only if the event or circumstances constituting the Change in Control would also constitute a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, within the meaning of subsection (a)(2)(A)(v) of Section 409A and the Treasury Regulations thereunder.

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4.Governing Law

This Agreement is deemed accepted and entered into in The Republic of Ireland and shall be governed and interpreted according to the laws thereof without regard to its choice of law principles.

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If you accept and agree to the terms and conditions of the Retention Bonus Agreement, please sign below in the space provided and return a duplicate of this signed Agreement to the Company within seven (7) days of the date of this letter. If you have any further questions, please do not hesitate to contact the Company’s Chief Human Resources Officer.

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We once again would like to thank you for your continued hard work and wish you every success for your future employment at Trinseo.

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Graphic

Trinseo PLC

Riverside One, Sir John Rogerson's Quay

Dublin 2

D02 X576 Ireland

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Yours sincerely,

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Frank Bozich

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Paula Cooney

President and Chief Executive Officer

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Senior Vice President and Chief Human Resources Officer

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Graphic

Trinseo PLC

Riverside One, Sir John Rogerson's Quay

Dublin 2

D02 X576 Ireland

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I confirm that I have read and that I understand the terms and conditions attached to the Retention Bonus (as defined above). I further confirm that I understand that acceptance of and agreement to said terms and conditions are part of being eligible for the Retention Bonus.  

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Signature

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Name (Printed)

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Date

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v3.24.0.1
Document and Entity Information
Feb. 21, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 21, 2024
Entity File Number 001-36473
Entity Registrant Name Trinseo PLC
Entity Incorporation, State or Country Code L2
Entity Tax Identification Number 00-0000000
Entity Address State Or Province PA
Entity Address, Address Line One 440 East Swedesford Road
Entity Address, Adress Line Two Suite 301
Entity Address, City or Town Wayne
Entity Address, Postal Zip Code 19087
City Area Code 610
Local Phone Number 240-3200
Title of 12(b) Security Ordinary Shares, par value $0.01 per share
Trading Symbol TSE
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001519061
Amendment Flag false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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