8-K

OWENS CORNING

September 17, 2020

/s/Ava Harter

Ava Harter

Senior Vice President, General Counsel and Secretary

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): September 16, 2020

Owens Corning

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-33100

43-2109021

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Owens Corning Parkway

Toledo, Ohio

43659

(Address of Principal Executive Offices)

(Zip Code)

(419) 248-8000

(Registrant’s telephone number, including area code)

(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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

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 (§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.

On September 16, 2020, the Board of Directors (“Board”) of Owens Corning (the “Company”) expanded its number of directors on the Board by one and elected Alfred E. Festa as a director of the Company, both effective on September 16, 2020 (the “Effective Date”). Mr. Festa will join the Audit and Finance Committees of the Board as of the Effective Date.

Mr. Festa was Chairman and Chief Executive Officer of W. R. Grace & Co (“Grace”), a leading global producer of specialty chemicals and materials, from 2008 through November 2018, and non-executive Chairman from November 2018 to November 2019. He initially joined Grace as President and Chief Operating Officer in 2003 and assumed the CEO role in 2005. From 2002 to 2003, Mr. Festa was a partner in Morgenthaler Private Equity Partners, a venture/buyout firm focused on mid-market industrial build-ups. Since 2008, Mr. Festa has served on the Board of Directors of NVR, Inc., one the largest homebuilders in the United States, and is currently a member of its Audit Committee and Nominating and Corporate Governance Committee. Beginning in September 2020, Mr. Festa has also served as an Operating Advisor to Clayton, Dubilier & Rice, an established private equity firm.

There is no arrangement or understanding between Mr. Festa and any other person pursuant to which Mr. Festa was selected as a director. For his service as a non-employee member of the Board, beginning as of the Effective Date, Mr. Festa will participate in the standard director compensation arrangements currently in effect for non-management directors. The arrangements currently in effect are described under the heading “2020 Non-Management Director Compensation” in the Company’s proxy statement delivered in connection with its 2020 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on March 13, 2020. There are no related person transactions involving Mr. Festa that are reportable under Item 404(a) of Regulation S-K.

The Company also issued a news release regarding the election of Mr. Festa to the Board, a copy of which is attached as Exhibit 99.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit 99.1		News Release, dated September 17, 2020

Exhibit 104		Cover Page Interactive Data File – the cover page XBRL tags are 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.

EX-99.1

Exhibit 99.1

LOGO

Owens Corning Elects Alfred Festa to Board of Directors

TOLEDO, Ohio – September 17, 2020 – Owens Corning (NYSE: OC) announced today that Alfred (Fred) E. Festa, former Chairman of W.R. Grace & Co., has been elected to the company’s Board of Directors.

“We are pleased to welcome Fred to our Board of Directors,” said Brian Chambers, Chairman and Chief Executive Officer. “With his extensive leadership experience and broad skillset, he will provide valuable insights to the board and the company.”

Mr. Festa served as Chairman and Chief Executive Officer of W.R. Grace & Co., a leading global producer of specialty chemicals and materials, from 2008 to 2018, and non-executive Chairman from 2018 to 2019. He joined the company as President and Chief Operating Officer in 2003 and assumed the role of CEO in 2005. Previously, he served in senior leadership positions at Morgenthaler Private Equity Partners and AlliedSignal (now Honeywell). He began his career at General Electric, where he spent 12 years in financial management positions.

Since 2008, Mr. Festa has also served on the Board of Directors of NVR, Inc., one the largest homebuilders in the United States, and is currently a member of its Audit Committee and Nominating and Corporate Governance Committee. He also serves as an Operating Advisor at Clayton, Dubilier & Rice (CD&R), a global private equity firm with a broad portfolio.

Mr. Festa graduated with a Bachelor of Science degree in Finance from the State University of New York at Oswego. He has been appointed to serve on the Audit and Finance committees of the Owens Corning Board effective immediately.

About Owens Corning

Owens Corning is a global building and industrial materials leader. The company’s three integrated businesses are dedicated to the manufacture and advancement of a broad range of insulation, roofing and fiberglass composite materials. Leveraging the talents of 18,000 employees in 33 countries, Owens Corning provides innovative products and sustainable solutions that address energy efficiency, product safety, renewable energy, durable infrastructure, and labor productivity. These solutions provide a material difference to the company’s customers and make the world a better place. Based in Toledo, Ohio, USA, the company posted 2019 sales of $7.2 billion. Founded in 1938, it has been a Fortune 500^® company for 66 consecutive years. For more information, please visit www.owenscorning.com.


Media Inquiries:		Investor Inquiries:
Todd Romain		Scott Cripps
419.248.7826		419.248.5710

Owens Corning Investor Relations News

Owens Corning Company News

Document and Entity Information	Sep. 16, 2020
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001370946
Document Type	8-K
Document Period End Date	Sep. 16, 2020
Entity Registrant Name	Owens Corning
Entity Incorporation State Country Code	DE
Entity File Number	1-33100
Entity Tax Identification Number	43-2109021
Entity Address, Address Line One	One Owens Corning Parkway
Entity Address, City or Town	Toledo
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43659
City Area Code	(419)
Local Phone Number	248-8000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	OC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false