Item 5.02 (e) Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
As previously reported, on March 18,
2009, Chemtura Corporation ("Chemtura") and 26 U.S. affiliates filed voluntary
petitions for relief under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court"). The cases were
consolidated for the purpose of joint administration and were assigned case
number 09-11233 (REG). Chemtura’s non-U.S. subsidiaries and certain
U.S. subsidiaries were not included in the Chapter 11 filing.
On March 12, 2010, the Organization,
Compensation & Governance Committee (the “Committee”) of the Board of
Directors (the “Board”) of Chemtura approved 2009 cash incentive awards under
the 2009 Chemtura Corporation Management Incentive Program (the “2009 MIP”) for
Stephen C. Forsyth, Executive Vice President and Chief Financial Officer and
David G. Dickey, Executive Vice President and Group President—Performance
Products. On March 12, 2010, the Board approved a 2009 cash incentive
award under the 2009 MIP for Craig A. Rogerson, Chairman, President and
CEO. The 2009 MIP, which was approved by the Bankruptcy Court on July
28, 2009, is an annual performance-based cash incentive program established
pursuant to the 2005 Chemtura Corporation Short-Term Incentive
Plan. The 2009 cash incentive awards for Messrs. Rogerson, Forsyth
and Dickey were $1,057,125, $351,494 and $332,994, respectively. Each
such cash incentive award was based upon the achievement of previously disclosed
performance goals.
Item
7.01. Regulation FD Disclosure
On March 15, 2010, Chemtura filed with
the Bankruptcy Court, as required by the Bankruptcy Code, its Monthly Operating
Report for the period February 1, 2010 through February 28, 2010. The
February 2010 Monthly Operating Report (the “Monthly Operating Report”) is
furnished hereunder as Exhibit 99.1.
Cautionary
Statements Regarding Financial and Operating Data
Chemtura cautions investors and
potential investors not to place undue reliance upon the information contained
in the Monthly Operating Report as it was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities
of Chemtura or its subsidiaries, or any other affiliate of
Chemtura. The Monthly Operating Report was not audited or reviewed by
independent accountants, is as prescribed by applicable bankruptcy laws, and is
subject to future adjustment and reconciliation. There can be no
assurance that, from the perspective of an investor or potential investor in
Chemtura’s securities, the Monthly Operating Report is complete. The
Monthly Operating Report also contains information for periods which are shorter
or otherwise different from those required in Chemtura’s reports pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such
information might not be indicative of Chemtura’s financial condition or
operating results for the period that would be reflected in Chemtura’s financial
statements or in its reports pursuant to the Exchange Act. Results
set forth in the Monthly Operating Report should not be viewed as indicative of
future results.
Limitation
on Incorporation by Reference
In
accordance with General Instruction B.2 of Form 8−K, the information in this
Form 8−K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Exchange Act or Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits
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Exhibit
No.
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Exhibit
Description
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99.1
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Monthly
Operating Report for February 2010.
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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.
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Chemtura
Corporation |
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(Registrant)
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By:
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/s/
Robert J. Cicero |
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Name: |
Robert
J. Cicero |
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Title: |
Assistant
Secretary |
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Exhibit
No.
|
Exhibit
Description
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99.1
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Monthly
Operating Report for February
2010.
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