Document


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) March 8, 2018 (March 2, 2018)
 
 
Harsco Corporation
 
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-03970
 
23-1483991
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
350 Poplar Church Road, Camp Hill, Pennsylvania
 
 
 
17011
(Address of principal executive offices)
 
 
 
(Zip Code)
 
 
 
 
 
Registrant’s telephone number, including area code   (717) 763-7064
 
 
 
 
(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 (see General Instructions A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 (§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.

2018 Long Term Incentive Plan

On March 2, 2018, Harsco Corporation (the “Company”) granted its annual long term incentive awards (the “2018 Long Term Incentive Plan”) under the Company’s 2013 Equity and Incentive Compensation Plan, as amended (the “Plan”). The 2018 Long Term Incentive Plan was approved by the Board of Directors (the “Board”) of the Company upon the recommendation of the Management Development and Compensation Committee (the “Committee”) of the Board. As part of the 2018 Long Term Incentive Plan, the following number of stock appreciation rights (SARs), restricted stock units (RSUs) and target performance share units (PSUs) were granted to each of the named executive officers of the Company on March 2, 2018:

Name
 
SARs
RSUs
Target Award # of PSUs
 
 
 
 
 
F. Nicholas Grasberger III
 
93,232
43,132
57,509
Peter F. Minan
 
27,550
12,745
12,745
Russell C. Hochman
 
17,102
7,912
7,912
Tracey L. McKenzie
 
16,867
7,804
7,804
Scott H. Gerson
 
14,225
6,581
6,581


The equity awards described above were made through the use of various forms of awards agreements, which set forth terms applicable to specific awards.

Approval of New Form of Award Agreement

Effective for PSU awards granted on or after March 2, 2018 under the Plan, the Committee approved a new form of award agreement. The new form of PSU award agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01    Financial Statements and Exhibits

(a)
Exhibits
Exhibit No.    
 
Description
 
Form of PSU Award Agreement (for awards granted on or after March 2, 2018)
    




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.
 
 
Harsco Corporation
Date: March 8, 2018
 
/s/ Russell C. Hochman
 
 
Russell C. Hochman
 
 
Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary