Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2020, the Board of Directors (the "Board") of TriMas Corporation,
a Delaware corporation (the "Company"), elected Holly Boehne and Teresa Finley
as Class II directors of the Company, as part of a Board refresh plan, effective
February 1, 2020. The Board has determined that both Ms. Boehne and Ms. Finley
are independent directors under the NASDAQ listing standards and the Company's
independence guidelines, as set forth in its Corporate Governance Guidelines.
Ms. Boehne and Ms. Finley will join the Audit Committee, Compensation Committee
and Corporate Governance & Nominating Committee of the Board, effective February
1, 2020.
Ms. Boehne, 57, is the retired Chief Technology Officer of Andersen Corporation,
a market leader in the window and door industry, where she previously served as
Vice President, Research, Development & Innovation. During her fifteen year
career at Andersen Corporation, her responsibilities included driving new
business models and innovations to transform the company's competitive position
and creating and executing new product strategies. Previously, Ms. Boehne held
various leadership positions at Ecolab, a global provider in water and hygiene
technologies, including Vice President of Research and Development Engineering
and Lean Sigma Deployment Leader. Ms. Boehne began her career at The Pillsbury
Company, a food products manufacturer. She currently serves on the board of The
Prometheus Group, Inc., the Science Museum of Minnesota and on the external
advisory board for the University of Minnesota, Chemical Engineering and
Materials Science.
Ms. Finley, 58, is the retired Chief Marketing & Business Services Officer and
member of the Management Committee for United Parcel Service, a global package
delivery company and leading provider of specialized transportation and
logistics services. At United Parcel Service, she was responsible for the
advancement of global marketing capabilities, including priority growth
strategies, product innovation, pricing, communications and brand management.
During her decades of experience with United Parcel Service, her prior roles
included Treasurer & Vice President of Finance, Corporate Controller, Vice
President, Investor Relations and various leadership positions in United Parcel
Service business units. The Board has determined that Ms. Finley qualifies as a
financial expert under applicable regulations. Ms. Finley currently serves as a
Senior Advisor to the Boston Consulting Group, a global management-consulting
firm, where she provides transportation and logistics expertise in the areas of
marketing, pricing, sales, financial strategy and organizational design.
As Class II directors, the initial term of each of Ms. Boehne and Ms. Finley
will expire at the Company's 2020 annual meeting of shareholders, or until her
successor is elected and qualified or until her earlier resignation or removal.
As non-employee directors, Ms. Boehne and Ms. Finley will receive compensation
in the same manner as the Company's other non-employee directors, which
compensation the Company previously disclosed in its Proxy Statement for the
Company's 2019 annual meeting of stockholders filed with the Securities and
Exchange Commission on April 1, 2019.
Item 7.01 Regulation FD Disclosure.
On January 24, 2020, the Company announced that Eugene A. Miller, 82, will
retire from the Board following Company's 2020 annual meeting of shareholders.
Mr. Miller joined the Board in 2005.
The Company's press release dated January 24, 2020 announcing the Board
refreshment is attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that
Section and shall not be deemed to be incorporated by reference into any filing
of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished herewith:
Exhibit No. Description
99.1 Press Release dated January 24, 2020.
104 Cover Page Interactive File (embedded within the Inline XBRL document).
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