Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 17, 2023, Patrick B. Fallon, a member of the Board of Directors of
Pyxus International, Inc. (the "Company"), resigned as a director of the Company
effective on January 18, 2023. On January 18, 2023, the Board of Directors of
the Company increased the size of the Board of Directors from six to seven and
elected John S. Alphin and Patrick J. Bartels, Jr. as directors to fill the
vacancies created by the increase in the size of the Board of Directors and Mr.
Fallon's resignation.
Mr. Fallon is a Managing Principal of Monarch Alternative Capital LP
("Monarch"). Mr. Bartels served as a Managing Principal of Monarch from 2002 to
December 2018. As described in the Company's d efinitive proxy statement
for its annual meeting of shareholders held on August 18, 2022 (the "2022 Proxy
Statement"), in connection with the resolution of Chapter 11 bankruptcy
proceedings involving the Company's predecessor, on August 24, 2020, the Company
entered into a Shareholders Agreement (the "Shareholders Agreement"), among the
Company and the investors listed therein, each other beneficial owner of the
Company's common stock as of the date of the Shareholder Agreement deemed to be
a party thereto pursuant to the plan of reorganization in the Chapter 11
proceeding and other persons that may from time to time become parties thereto
(collectively, the "Investors"). The Shareholders Agreement provides that each
of Glendon Capital Management, L.P. (together with its affiliates that are
shareholders of the Company, the "Glendon Investor") and Monarch (together with
its affiliates that are shareholders of the Company, the "Monarch Investor")
shall be entitled to nominate two individuals to serve on the board of directors
of the Company so long as it beneficially owns at least 20% of the outstanding
shares of the Company's common stock, or one individual to serve as such a
director if it beneficially owns fewer than 20% of the outstanding shares but at
least 10% of the outstanding shares. The Shareholders Agreement provides that
the Investors shall take all necessary action to elect such nominees of each of
the Glendon Investor and the Monarch Investor as directors, as well as the
election of the chief executive officer of the Company as a director and other
individuals qualifying as independent directors to be selected by Investors that
beneficially own 5% or more of the outstanding shares of common stock of the
Company, as determined by a majority of the shares of the Company's common stock
beneficially owned by such Investors. The Shareholders Agreement also includes
provisions for shareholders that are parties thereto to vote for the removal and
replacement of the directors designated by the Glendon Investor at the request
of the Glendon Investor and the removal and replacement of the directors
designated by the Monarch Investor at the request of the Monarch Investor.
Mr. Alphin was appointed as a member of the Environmental, Social, Governance
and Nominating Committee of the Company's Board of Directors. Mr. Bartels was
appointed as a member of the Audit Committee of the Company's Board of Directors
and as the Chair of the Compensation Committee of the Company's Board of
Directors. Each of Mr. Alphin and Mr. Bartels will be entitled to receive
compensation for his service as a director in accordance with the Company's
policies for the compensation of directors who are not employees of the Company,
which currently provide for annual cash compensation of $115,000 for service on
the Board of Directors, $10,000 for service on each committee thereof (other
than as Chair of the committee), and $25,000 for service as Chair of the
Compensation Committee, as well as an award of restricted stock units having a
grant date value of $125,000 that vest subject to the satisfaction of the
conditions set forth in the 2022 Proxy Statement under the heading
"Compensation of Directors," which information is incorporated herein by
reference. Such compensation will be prorated for their respective period of
service.
Item 8.01 Other Events.
On January 23, 2023, the Company issued a press release, which is filed as
Exhibit 99.1 hereto and is incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release dated January 23, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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