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): October 21, 2014

 

 

SUNCOKE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35243   90-0640593

(State

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1011 Warrenville Road, Suite 600

Lisle, Illinois

  60532
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (630) 824-1000

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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 21, 2014, SunCoke Energy, Inc. (the “Company”) announced the resignation of Mark E. Newman, as the Company’s Senior Vice President and Chief Financial Officer. Mr. Newman will remain as an employee of the Company until November 3, 2014. The Company’s Board of Directors has appointed Fay West as its Senior Vice President and Chief Financial Officer to replace Mr. Newman, effective as of October 27, 2014. A copy of the press release announcing Mr. Newman’s resignation and Ms. West’s appointment is attached hereto as Exhibit 99.1.

Ms. West currently is the Company’s Vice President and Controller, a position she has held since February 2011. In July 2012, she also was appointed Vice President and Controller of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., the Company’s publicly traded master limited partnership subsidiary. Prior to joining the Company, Ms. West was Assistant Controller at United Continental Holdings, Inc. (an airline holding company) from April 2010 to January 2011. She was Vice President, Accounting and Financial Reporting for PepsiAmericas, Inc. (a manufacturer and distributor of beverage products) from December 2006 through March 2010 and Director of Financial Reporting from December 2005 to December 2006. Ms. West worked at GATX Corporation from 1998 to 2005 in various accounting roles, including Vice President and Controller of GATX Rail Company from 2001 to 2005 and Assistant Controller of GATX Corporation from 2000 to 2001. Ms. West, a certified public accountant, began her career with Arthur Andersen & Co., where she spent six years. She holds a B.S. in Accounting from DePaul University.

Ms. West does not have a direct or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K. There also is no arrangement or understanding between Ms. West and any other person pursuant to which Ms. West was selected for her new position, nor does Ms. West have a familial relationship to any of the Company’s other executive officers, or to any member of the Company’s Board of Directors.

Ms. West has signed a letter agreement with the Company, pursuant to which she will receive an annual base salary of $400,000, effective October 27, 2014. She will receive an annual bonus with a target of 70% of base annual salary, with the actual bonus determined by the Company’s annual bonus plan metrics, as well as her own performance. In addition, Ms. West will receive a long-term equity award of 110% of base annual salary beginning with the 2015 award to senior executives. This award will be granted as a mix of performance-based stock units, stock options and restricted stock units, determined at the time of the award.

A copy of the letter agreement between Ms. West and the Company will be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014.


Safe Harbor Statement

Statements contained in the exhibit to this report that state the Company’s or management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    SunCoke Energy, Inc. Press Release (October 21, 2014).


SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SUNCOKE ENERGY, INC.

(Registrant)

By:  

/s/ Denise R. Cade

 

Denise R. Cade

Senior Vice President, General Counsel,

  Corporate Secretary and

  Chief Compliance Officer

Date: October 21, 2014


EXHIBIT INDEX

 

Exhibit

No.

  

Exhibit

99.1    SunCoke Energy, Inc. press release (October 21, 2014)

EX-99.1

Exhibit 99.1

 

LOGO    LOGO

Investors and Media:

Lisa Ciota: 630-824-1907

SUNCOKE NAMES FAY WEST NEW CHIEF FINANCIAL OFFICER

Lisle, IL (October 21, 2014) – SunCoke Energy, Inc. (NYSE: SXC) and SunCoke Energy Partners, L.P. (NYSE: SXCP) announced today that Fay West has been promoted to Senior Vice President and Chief Financial Officer of both companies, reporting directly to Fritz Henderson, SunCoke’s Chairman and Chief Executive Officer. Fay was previously Vice President and Controller. This appointment is effective October 27, 2014.

“Fay’s appointment as our new CFO demonstrates my confidence in her and in the bench strength at SunCoke,” said Henderson. “Fay has been a leader in SunCoke’s finance organization through our separation from Sunoco, the formation of SXCP and in building a team defined by excellence.”

“Today’s changes do not alter our strategic vision for the company,” said Henderson. “We will continue to focus on our priorities to sustain a high level of operations excellence, pursue our plans to drop down our domestic coke assets to SXCP, exit the coal mining business and allocate capital to optimize shareholder value.”

Mark E. Newman, Senior Vice President and Chief Financial Officer, has accepted the position of Senior Vice President and Chief Financial Officer of DuPont’s new Performance Chemicals Company.

Henderson thanked Mark Newman, saying “Mark has been a strategic thought leader and partner for me and the executive management team since joining SunCoke in March 2011. I want to thank Mark for his contributions and wish him the best in his future endeavors.”

ABOUT SUNCOKE ENERGY, INC.

SunCoke Energy, Inc. is the largest independent producer of coke in the Americas, with 50 years of experience supplying coke to the integrated steel industry. Our advanced, heat-recovery cokemaking process produces high-quality coke for use in steelmaking, typically captures waste heat for derivative energy resale and meets or exceeds environmental standards. Our U.S. cokemaking facilities are located in Virginia, Indiana, Ohio and Illinois. Outside the U.S., we have cokemaking operations in Vitoria, Brazil and Odisha, India. Our coal mining operations, which have more than 110 million tons of proven and probable reserves, are located in Virginia and West Virginia. In addition, through our 56 percent ownership of SXCP, we have an interest in SXCP’s coal logistics business, which has the collective capacity to blend and transload more than 30 million tons of coal annually. To learn more about SunCoke Energy, Inc., visit our website at www.suncoke.com.


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ABOUT SUNCOKE ENERGY PARTNERS, L.P.

SunCoke Energy Partners, L.P. (NYSE: SXCP) is a publicly-traded master limited partnership that manufactures coke used in the blast furnace production of steel and provides coal handling services to the coke, steel and power industries. Our advanced, heat recovery cokemaking process produces consistently high-quality coke, captures waste heat to generate steam or electricity, and reduces environmental impacts. Our coal handling terminals have the collective capacity to blend and transload more than 30 million tons of coal annually and are strategically located to enable material delivery to U.S. ports in the Gulf Coast, East Coast and Great Lakes. Our General Partner is a wholly owned subsidiary of SunCoke Energy, Inc. (NYSE: SXC), the largest independent producer of coke in the Americas, with 50 years of cokemaking experience and an international reputation for leadership, innovation and environmental stewardship in our industry.

###

 

LOGO

FAY WEST

Senior Vice President & Chief Financial Officer

SunCoke Energy, Inc.

SunCoke Energy Partners, L.P.

Ms. West currently is the Company’s Vice President and Controller, a position she has held since February 2011. In July 2012, she was appointed Vice President and Controller of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., the Company’s publicly traded master limited partnership subsidiary. Previously, Ms. West was Assistant Controller at United Continental Holdings, Inc. from April 2010 to January 2011. She was Vice President, Accounting and Financial Reporting for PepsiAmericas, Inc. from December 2006 through March 2010 and Director of Financial Reporting from December 2005 to December 2006. Ms. West was Vice President and Controller of GATX Rail Company from 2001 to 2005 and Assistant Controller of GATX Corporation from 2000 to 2001. Ms. West, a certified public accountant, began her career with Arthur Andersen & Co., where she spent six years. She holds a B.S. in Accounting from DePaul University.