UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Shareholder Support Agreement
On August 10, 2021, Ampco-Pittsburgh Corporation, a Pennsylvania corporation (“Ampco”) and Altor Fund II GP Limited, a company duly incorporated and organized under the laws of Jersey (“Altor GP”), entered into an amendment (the “SSA Amendment”) to that certain Shareholder Support Agreement dated March 3, 2016 (the “Shareholder Support Agreement”) by and between Ampco and Altor GP. The SSA Amendment provides for elimination of certain board nomination rights and permits Altor GP to request that Ampco withhold certain confidential information, which were initially set forth in the Shareholder Support Agreement.
Following the SSA Amendment, the Shareholder Support Agreement, among other things, will still entitle Altor GP to designate one board observer (the “Altor Board Observer”). The Altor GP’s right to designate a board observer would terminate if it ceases to collectively own at least 444,151 shares of Ampco Common Stock or otherwise notifies Ampco that Ampco should withhold certain confidential information from the Altor Board Observer.
Effective upon the execution of the SSA Amendment and in accordance Ampco’s Restated Articles of Incorporation and By-Laws, as amended, the Board of Directors of Ampco (the “Board”) fixed the number of directors constituting the Board to eight by a resolution adopted by all of its directors.
The foregoing description of the Shareholder Support Agreement and the SSA Amendment does not purport to be complete and is qualified in its entirety by reference to the Shareholder Support Agreement and SSA Amendment, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2021, Ampco and J. Brett McBrayer, Ampco’s Chief Executive Officer and a member of the Board, entered into an amendment (the “Offer Letter Amendment” to Mr. McBrayer’s employment offer letter, effective July 2, 2018 (the “Offer Letter”). The Offer Letter Amendment provides that Mr. McBrayer will tender to the Board his resignation from the Board upon the termination or separation of his continued employment as Chief Executive Officer of the Corporation (which the Board may accept or reject in its sole discretion). In addition, the Offer Letter Amendment provides that Mr. McBrayer’s annual base salary will increase to $643,000 per year. Except as set forth in the Offer Letter Amendment, the Offer Letter remains in full force and effect.
The foregoing description of the Offer Letter Amendment does not purport to be complete and is qualified in its entirety by reference to the Offer Letter Amendment, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are furnished herewith:
| 10.3 | Amendment No. 1 to Offer Letter, dated August 10, 2021, by and between Ampco-Pittsburgh Corporation and J. Brett McBrayer. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| AMPCO-PITTSBURGH CORPORATION | ||
| By: | /s/ Michael G. McAuley | |
| Michael G. McAuley | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
Dated: August 13, 2021