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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):

May 19, 2025

 

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METALLUS INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Ohio

1-36313

46-4024951

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

 

1835 Dueber Avenue, SW, Canton, OH 44706

(Address of Principal Executive Offices) (Zip Code)

 

(330) 471-7000

(Registrant's Telephone Number, Including Area Code)

 

Not Applicable

(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 Shares, without par value

MTUS

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 of this chapter).

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.

 

On May 19, 2025, the Board of Directors (the “Board”) of Metallus Inc. (the “Company”) appointed and elected Kristopher R. Westbrooks as President and Chief Operating Officer of the Company, effective June 16, 2025.

Mr. Westbrooks, age 46, has served as the Company’s Executive Vice President and Chief Financial Officer since September 2018. Previously, Mr. Westbrooks served from April 2015 until August 2018 as Vice President, Corporate Controller and Chief Accounting Officer at A. Schulman, Inc., a global supplier of high-performance plastic compounds, composites and powders. From 2011 until his appointment as Chief Accounting Officer in 2015, Mr. Westbrooks held various finance roles of increasing responsibility at A. Schulman, Inc. Mr. Westbrooks started his career in public accounting and graduated from Miami University.

For his service as President and Chief Operating Officer of the Company, Mr. Westbrooks will be entitled to receive the following compensation:

• an initial base salary of $625,000 per year;

• participation in the Company’s Annual Performance Award plan, with a target award opportunity equal to 85% of base salary and a potential payout range from 0% to 200% of target based on actual results for each performance measure;

• participation in the Company’s long-term incentive plan, with a target annual grant opportunity (beginning in 2026) equal to $1,250,000 and expected awards comprised of 60% performance-based restricted stock units and 40% time-based restricted stock units; and

• participation in the Company’s other standard benefit programs for executives.

In light of Mr. Westbook’s new role, the Board appointed and elected John M. Zaranec III as Executive Vice President and Chief Financial Officer, also effective June 16, 2025.

Mr. Zaranec, age 44, has served since August 2023 as Division Chief Financial Officer – Performance Materials at Materion Corporation, a global high-tech solutions provider of performance alloys, advanced materials and precision optics. Mr. Zaranec previously served as Materion’s Chief Accounting Officer from May 2022 until August 2023 and Vice President, Corporate Controller and Investor Relations from April 2021 until May 2022. Before joining Materion, Mr. Zaranec served in finance and accounting roles of increasing responsibility from September 2018 to April 2021 at The Timken Company, a global technology leader in engineered bearings and industrial motion. Mr. Zaranec holds a bachelor’s degree in business and a master’s degree in accountancy from Miami University.

For his service as Executive Vice President and Chief Financial Officer of the Company, Mr. Zaranec will be entitled to receive the following compensation:

• an initial base salary of $450,000 per year;

• participation in the Company’s Annual Performance Award plan, with a target award opportunity equal to 65% of base salary and a potential payout range from 0% to 200% of target based on actual results for each performance measure;

• starting in 2026, participation in the Company’s long-term incentive plan, with a target annual grant opportunity equal to $600,000 and expected awards comprised of 60% performance-based restricted stock units and 40% time-based restricted stock units; and

• participation in the Company’s other standard benefit programs for executives.

In connection with his appointment as Executive Vice President and Chief Financial Officer, on June 16, 2025 (the “Grant Date”), Mr. Zaranec will be awarded a sign-on (i) cash bonus of $100,000 and (ii) equity grant of time-based restricted stock units with a value of approximately $500,000. The actual number of time-based restricted stock units to be awarded will be determined on the Grant Date by dividing the values noted above by the average closing price for Metallus common shares on the New York Stock Exchange for the five trading days immediately preceding the Grant Date. The time-based restricted stock units awarded will generally vest ratably over a three-year period.

 


 

Mr. Zaranec and the Company will enter into a severance agreement, effective June 16, 2025, substantially in the form of the Form of Severance Agreement that is filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Pursuant to the severance agreement, Mr. Zaranec would be entitled to receive benefits at 2 times if certain events occur within two years following a change in control of the Company (as defined or described in the severance agreement) and 1.5 times if Mr. Zaranec is involuntary terminated without cause other than in connection with a change in control of the Company.

Mr. Zaranec and the Company also will enter into an indemnification agreement, substantially in the form of the Form of Officer Indemnification Agreement that is filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

Item 7.01

Regulation FD Disclosure.

On May 20, 2025, the Company issued a press release announcing the appointment of Mr. Westbrooks as President and Chief Operating Officer of the Company effective June 16, 2025, and the related appointment of Mr. Zaranec as Executive Vice President and Chief Financial Officer, also effective June 16, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The press release is also available on the Company’s website at www.metallus.com.

The information in this Item 7.01 on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in 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 a filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

 

Exhibit

No.

Description

99.1**

Press Release of Metallus Inc. dated May 20, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

** Furnished 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.

 

 

 

 

 

 

 

METALLUS INC.

Date: May 20, 2025

By:

/s/ Kristine S. Syrvalin

Kristine S. Syrvalin

Executive Vice President, General Counsel and Chief Human Resources Officer

 

 

 

 


EX-99.1 2 mtus-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

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Metallus Promotes Kristopher R. Westbrooks to President and

Chief Operating Officer; Appoints John M. Zaranec III as

Executive Vice President and Chief Financial Officer

 

CANTON, Ohio: May 20, 2025 – Metallus (NYSE: MTUS), a leader in high-quality specialty metals, manufactured components and supply chain solutions, today announced that Kristopher R. Westbrooks has been promoted to the newly created role of president and chief operating officer and John M. Zaranec III has been appointed as the company’s executive vice president and chief financial officer, effective June 16, 2025. Both executives will report directly to Mike Williams, Metallus’ chief executive officer.

 

As president and chief operating officer, Westbrooks will lead Metallus' safety, manufacturing operations and excellence, and supply chain organizations, fostering cross-functional collaboration and operational excellence. He will drive alignment with the company’s strategic initiatives while supporting its growth objectives.

 

Westbrooks has served as the company’s chief financial officer since September 2018 and has been a pivotal part of Metallus’ transformation over the past several years. Prior to joining Metallus, Westbrooks was with A. Schulman, Inc., where he served as vice president, chief accounting officer and corporate controller. Westbrooks started his career in public accounting and graduated from Miami University.

 

"Over the past seven years, Kris has played an instrumental role in our company’s growth, consistently providing outstanding leadership and strategic guidance. His ability to build high-performing teams, combined with his expertise in financial strategy and deep understanding of our business, has strengthened our balance sheet—enhancing our flexibility to drive growth and navigate economic challenges. Under his leadership, we have established a strong foundation that positions us for continued success," said Mike Williams.

 

Zaranec brings over 20 years of financial experience and skills in the manufacturing and industrial sectors. Most recently, he served as division chief financial officer at Materion Corporation, leading the finance strategy and function for the Performance Materials segment. Before that, he held various leadership roles at Materion, including chief accounting officer, corporate controller, and head of investor relations. His experience also includes finance leadership at The Timken Company. Prior to transitioning into industry, he spent nearly a decade in public accounting. Zaranec holds a bachelor’s degree in business and a master’s degree in accountancy from Miami University.

 

"We are excited to welcome John to Metallus. With extensive expertise in driving company performance and strategy as a financial business partner, as well as engaging with investors, financial planning, forecasting, and team development, we are confident he will play a key role in our continued success. We look forward to his contributions and leadership as we remain focused on delivering value to our shareholders," stated Williams.

 

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ABOUT METALLUS INC.

Metallus (NYSE: MTUS) manufactures high-performance specialty metals from recycled scrap metal in Canton, OH, serving demanding applications in industrial, automotive, aerospace & defense and energy end markets. The company is a premier U.S. producer of alloy steel bars (up to 16 inches in diameter), seamless mechanical tubing and manufactured components. In the business of making high-quality steel for more than 100 years, Metallus' proven expertise contributes to the performance of our customers' products. The company employs approximately 1,880 people and had sales of $1.1 billion in 2024. For more information, please visit us at www.metallus.com.

-###-

Investor contact:

Jennifer Beeman

P 330.471.7760

ir@metallus.com

 

FORWARD-LOOKING STATEMENTS

This news release includes "forward-looking" statements within the meaning of the federal securities laws. You can generally identify the company's forward-looking statements by words such as "will," "anticipate," "aspire," "believe," "could," "estimate," "expect," "forecast," "outlook," "intend," "may," "plan," "possible," "potential," "predict," "project," "seek," "target," "should," "would," "strategy," or "strategic direction" or other similar words, phrases or expressions that convey the uncertainty of future events or outcomes. The company cautions readers that actual results may differ materially from those expressed or implied in forward-looking statements made by or on behalf of the company due to a variety of factors, such as: (1) the effects of fluctuations in customer demand on sales, product mix and prices in the industries in which the company operates, including the ability of the company to respond to rapid changes in customer demand including but not limited to changes in domestic and worldwide political and economic conditions due to, among other factors, U.S. and foreign trade policies and the impact on economic conditions, changes in customer operating schedules due to supply chain constraints or unplanned work stoppages, the ability of customers to obtain financing to purchase the company’s products or equipment that contains its products, the effects of customer bankruptcies or liquidations, the impact of changes in industrial business cycles, and whether conditions of fair trade exist in U.S. markets; (2) changes in operating costs, including the effect of changes in the company's manufacturing processes, changes in costs associated with varying levels of operations and manufacturing capacity, availability of raw materials and energy, the company's ability to mitigate the impact of fluctuations in raw materials and energy costs and the effectiveness of its surcharge mechanism, changes in the expected costs associated with product warranty claims, changes resulting from inventory management, cost reduction initiatives and different levels of customer demands, the effects of unplanned work stoppages, availability of skilled labor and changes in the cost of labor and benefits; (3) the success of the company's operating plans, announced programs, initiatives and capital investments, the consistency to meet demand levels following unplanned downtime, and the company's ability to maintain appropriate relations with the union that represents its associates in certain locations in order to avoid disruptions of business; (4) whether the company is able to successfully implement actions designed to improve profitability on anticipated terms and timetables and whether the company is able to fully realize the expected benefits of such actions; (5) the company's pension obligations and investment performance; (6) with respect to the company's ability to achieve its sustainability goals, including its 2030 environmental goals, the ability to meet such goals within the expected timeframe, changes in laws, regulations, prevailing standards or public policy, the alignment of the scientific community on measurement and reporting approaches, the complexity of commodity supply chains and the evolution of and adoption of new technology, including traceability practices, tools and processes; (7) availability of property insurance coverage at

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commercially reasonable rates or insufficient insurance coverage to cover claims or damages; (8) the availability of financing and interest rates, which affect the company's cost of funds and/or ability to raise capital; (9) the impacts from any repurchases of our common shares, including the timing and amount of any repurchases; (10) competitive factors, including changes in market penetration, increasing price competition by existing or new foreign and domestic competitors, the introduction of new products by existing and new competitors, and new technology that may impact the way the company's products are sold or distributed; (11) deterioration in global economic conditions, or in economic conditions in any of the geographic regions in which the company conducts business, including additional adverse effects from global economic slowdown, terrorism or hostilities, including political risks associated with the potential instability of governments and legal systems in countries in which the company or its customers conduct business, and changes in currency valuations; (12) the impact of global conflicts on the economy, sourcing of raw materials, and commodity prices; (13) climate-related risks, including environmental and severe weather caused by climate changes, and legislative and regulatory initiatives addressing global climate change or other environmental concerns; (14) unanticipated litigation, claims or assessments, including claims or problems related to intellectual property, product liability or warranty, employment matters, regulatory compliance and environmental issues and taxes, among other matters; (15) cyber-related risks, including information technology system failures, interruptions and security breaches; (16) the potential impact of pandemics, epidemics, widespread illness or other health issues; and (17) with respect to the equipment investments to support the U.S. Army’s mission of ramping up munitions production in the coming years, whether the funding awarded to support these investments is received on the anticipated timetable, whether the company is able to successfully complete the installation and commissioning of the new assets on the targeted budget and timetable, and whether the anticipated increase in throughput is achieved. Further, this news release represents our current policy and intent and is not intended to create legal rights or obligations. Certain standards of measurement and performance contained in this news release are developing and based on assumptions, and no assurance can be given that any plan, objective, initiative, projection, goal, mission, commitment, expectation or prospect set forth in this news release can or will be achieved. Inclusion of information in this news release is not an indication that the subject or information is material to our business or operating results.

Additional risks relating to the company's business, the industries in which the company operates, or the company's common shares may be described from time to time in the company's filings with the SEC. All of these risk factors are difficult to predict, are subject to material uncertainties that may affect actual results and may be beyond the company's control. Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results and that the above list should not be considered to be a complete list. Except as required by the federal securities laws, the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

 

 

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