PAHC Phibro Animal Health Corporation

 

 

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): September 5, 2023

 

Phibro Animal Health Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

Delaware		001-36410		13-1840497
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Glenpointe Centre East, 3rd Floor

300 Frank W. Burr Boulevard, Suite 21

Teaneck, New Jersey 07666-6712

(Address of Principal Executive Offices, including Zip Code)

 

(201) 329-7300

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		PAHC		NASDAQ Stock Market

 

Check the appropriate box below if this 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))

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ¨

 

 

 

ITEM 5.02     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

(b)         On September 5, 2023, Phibro Animal Health Corporation (the “Company”) announced that Damian Finio informed the Company that he will be resigning from his position as Chief Financial Officer of the Company effective September 29, 2023.

 

(c)         On September 5, 2023, the Company also announced that as of September 30, 2023, Richard G. Johnson, the former Chief Financial Officer of the Company, who has been serving as a Finance Advisor to the Company since November 16, 2020, will assume the role of interim Chief Financial Officer until a successor to Mr. Finio is identified.

 

Mr. Johnson, 73, previously served as the Company’s Chief Financial Officer from 2002 until his retirement from this position in 2020, and has continued to serve as Finance Advisor to the Company since his retirement.

 

There are no family relationships between Mr. Johnson and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. Johnson that would require disclosure under Item 404(a) of Regulation S-K.

 

ITEM 7.01     REGULATION FD

 

On September 5, 2023, the Company issued a press release announcing Mr. Johnson’s appointment as interim Chief Financial Officer upon the effectiveness of Mr. Finio’s resignation.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in this Item 7.01 and in the press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release, dated September 5, 2023.
104		Cover Page Interactive Data File (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 thereunto duly authorized.

 

	PHIBRO ANIMAL HEALTH CORPORATION Registrant
Date: September 5, 2023
	By:	/s/ Judith Weinstein
	Name:	Judith Weinstein
	Title:	Senior Vice President, General Counsel and Corporate Secretary

 

 

Exhibit 99.1

 

 

 

For Immediate Release

 

Phibro Animal Health Corporation Announces Chief Financial Officer Changes

 

TEANECK, N.J., September 5, 2023 (Business Wire) –Phibro Animal Health Corporation (Nasdaq:PAHC) (“Phibro” or the “Company”) today announced that Damian Finio, Phibro’s Chief Financial Officer, has informed the Company that he will resign from his position effective September 29, 2023.

 

Phibro also announced that Richard G. Johnson, who previously served as the Company’s Chief Financial Officer from 2002 until his retirement from this position in 2020, and has continued to serve as Finance Advisor to the Company, will work with Mr. Finio over the next few weeks to ensure a smooth transition. Mr. Johnson will assume the role of interim Chief Financial Officer of the Company effective as of September 30, 2023 until a successor to Mr. Finio is identified.

 

“I want to take this opportunity to recognize and thank Damian for his many contributions during his tenure as Chief Financial Officer of Phibro and wish him success in his future endeavors,” said Jack Bendheim, Phibro’s Chairman, President and Chief Executive Officer. “I am also pleased to announce that Richard G. Johnson, who served as Phibro’s Chief Financial Officer for more than 18 years, and has continued to provide insight and guidance as a Finance Advisor to the Company since 2020, will be filling the role of Interim Chief Financial Officer as we search for a replacement. Richard brings extensive knowledge of the industry and our business that will allow us to transition smoothly during this process.”

 

About Phibro Animal Health Corporation

 

Phibro Animal Health Corporation is a leading global diversified animal health and mineral nutrition company. We strive to be a trusted partner with livestock producers, farmers, veterinarians and consumers who raise or care for farm and companion animals by providing solutions to help them maintain and enhance the health of their animals. For further information, please visit www.pahc.com.

 

Contacts

Phibro Animal Health Corporation

+1-201-329-7300

Or

investor.relations@pahc.com

 

 

v3.23.2

Cover	Sep. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 05, 2023
Entity File Number	001-36410
Entity Registrant Name	Phibro Animal Health Corporation
Entity Central Index Key	0001069899
Entity Tax Identification Number	13-1840497
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Glenpointe Centre East, 3rd Floor
Entity Address, Address Line Two	300 Frank W. Burr Boulevard, Suite 21
Entity Address, City or Town	Teaneck
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07666-6712
City Area Code	201
Local Phone Number	329-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	PAHC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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