ITEM 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On November 18, 2020, the Board of Directors (the Board) of The AZEK
Company Inc. (the Company) increased the size of the Board to twelve and appointed Romeo Leemrijse, Fumbi Chima and Howard Heckes as Class I, Class II and Class III directors, respectively, to serve until the annual
meeting of stockholders for each such class. The Board also appointed Ms. Chima and Mr. Heckes to the Audit Committee of the Board, having considered all relevant facts and circumstances and having affirmatively determined that
Ms. Chima and Mr. Heckes meet the financial literacy and experience requirements of the New York Stock Exchange (the NYSE). In addition, the Board accepted the resignation of Ronald Pace and Russell Hammond effective
November 18, 2020. Mr. Pace will be retiring from the Board and Mr. Hammond is resigning in order to pursue a new business opportunity. Neither Messrs. Pace and Hammond advised the Company of any disagreement with the Company on any
matter relating to its operations, policies or practices.
Ms. Chima is an innovative leader with a track record of strong digital transformation in
high-growth environments. She brings decades of experience leading companies in the retail and financial sectors, including Walmart, Burberry, FOX Networks, American Express and most recently adidas. Ms. Chima currently serves on the boards of
Africa Prudential Plc and the Women at Risk International Foundation. She also serves as an advisor for SAP Executive Advisory and Apptio EMEA Advisory. Ms. Chima holds a bachelors degree in politics and philosophy from The University of
Hull, U.K.
Mr. Heckes is a seasoned veteran in the construction and manufacturing space. He brings a successful history of driving growth and margin
improvement in the companies that he leads. He previously served as CEO of Energy Management Collaborative, an LED lighting, controls, and IoT conversion company, and as EVP and President of Global Coatings at Valspar, a wholly-owned subsidiary of
The Sherwin-Williams Company. Mr. Heckes currently serves on the board of Masonite International Corporation. He holds a masters degree in industrial engineering from the University of Iowa and a bachelors degree in industrial
engineering from Iowa State University.
Mr. Leemrijse is a CFA charter holder with more than 25 years of private equity and investment banking
experience. Mr. Leemrijse leads Ontario Teachers Pension Plan Boards investing activities in the diversified industrial and business services, consumer and retail and energy sectors. He currently serves on the boards of PODS, CSC
ServiceWorks, Serta Simmons Bedding and Aethon Energy. Mr. Leemrijse holds a bachelors degree in commerce from the University of Calgary.
The
Board has affirmatively determined that Mr. Leemrijse, Ms. Chima and Mr. Heckes are each an independent director under the NYSEs listing standards and the Boards categorical standards. The Board has also affirmatively
determined that Ms. Chima and Mr. Heckes meet the Securities and Exchange Commissions independence requirements for service on the Companys Audit Committee. There were no arrangements or understandings between
Mr. Leemrijse, Ms. Chima, Mr. Heckes and any other persons pursuant to which each was selected as a director of the Company. As of the date of this Current Report on Form 8-K, neither
Mr. Leemrijse, Ms. Chima, Mr. Heckes, nor any of their immediate family members is a party, either directly or indirectly, to any transactions that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Chima and Mr. Heckes will be eligible to participate in the compensation arrangements and programs
established for the Companys non-employee directors. The current arrangements and programs are described in the Companys final prospectus filed with the Securities and Exchange Commission on
September 11, 2020. Mr. Leemrijse, Ms. Chima and Mr. Heckes will also be subject to the director indemnification provisions and arrangements described in such prospectus.
On November 19, 2020, the Company issued a press release regarding the matters discussed herein. A copy of the press release is furnished herewith as
Exhibit 99.1.