W. R. Grace & Co.
8-K on 10/14/2020   Download
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false0001045309 0001045309 2020-10-13 2020-10-13


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 13, 2020

W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)

Delaware
 
1-13953
 
65-0773649
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
7500 Grace Drive, Columbia, Maryland 21044-4098
(Address of principal executive offices) (Zip Code)
(410) 531-4000
(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, $.01 par value per share
 
GRA
 
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).
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.
 





W. R. GRACE & CO.
FORM 8-K
CURRENT REPORT
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 13, 2020, Kathleen Reiland, a director of W. R. Grace & Co. (the “Company”), resigned from the Company’s Board of Directors and all of its committees based on her disagreement with the Board regarding the Company’s strategic direction. Ms. Reiland had served on the Board’s Audit, Compensation, Nominating and Governance, and Corporate Responsibility Committees. Ms. Reiland delivered a letter to the Board tendering her resignation, a copy of which is attached as Exhibit 17.1.

Item 9.01.
Financial Statements and Exhibits.
(d)           Exhibits
Exhibit No.
 
Description of Exhibit
 
Location
17.1

 
 
Filed herewith
101.INS

 
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101.SCH

 
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Filed herewith
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104

 
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)
 
Filed herewith





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.
 
 
W. R. GRACE & CO.
 
(Registrant)
 
 
 
By
/s/ Mark A. Shelnitz
 
 
Mark A. Shelnitz
 
 
Senior Vice President, General Counsel, and Secretary
 
 
Dated: October 14, 2020