CCMP CMC Materials Inc

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):

December 31, 2014

Cabot Microelectronics Corporation

(Exact name of registrant as specified in its charter)

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:

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

On January 5, 2015, Cabot Microelectronics Corporation (the "Company") announced the following executive officer appointments, which are effective January 5, 2015: (i) Yumiko Damashek, currently the Company's Vice President, Japan and Asia Operations, has been named Vice President, Operations and Quality; (ii) Richard Hui, currently the Company's Managing Director, Korea, has been appointed Vice President, Global Sales; (iii) Dr. Ananth Naman, currently the Company's Vice President, Research and Development, has been named Vice President and Chief Technology Officer; and (iv) Dr. Daniel D. Woodland, currently Global Business Director, Dielectrics, has been appointed Vice President, Marketing.

On January 5, 2015, the Company also announced that effective as of December 31, 2014, Stephen R. Smith, the Company's Vice President, Marketing, Adam F. Weisman, the Company's Executive Vice President, Business Operations, and Daniel S. Wobby, the Company's Vice President, Global Sales, have resigned as officers of the Company.  Each of Messrs. Smith, Weisman, and Wobby will perform transition responsibilities for the Company until he resigns his employment on April 1, 2015 ("Resignation Date").

In connection with the planned resignations, following the Resignation Date, and in consideration for a release of claims from each resigning employee, his agreement to perform certain transition responsibilities, and his agreement to non-competition, non-solicitation, non-disparagement and confidentiality covenants, each resigning employee will receive the following: (i) a cash severance payment equal to one year's base salary (Mr. Smith - $344,600; Mr. Weisman - $360,000; and Mr. Wobby - $335,200); (ii) a pro-rated bonus payment representing each resigning employee's target bonus opportunity percentage under the Company's Annual Incentive Program, based on six months' employment of fiscal year 2015 (Mr. Smith - $94,765; Mr. Weisman - $135,000; and Mr. Wobby - $92,180); (iii) the benefits of his Change in Control Severance Protection Agreement ("CICSPA") to the extent that a Change in Control as defined thereunder occurs within one year of the Resignation Date; and (iv) reimbursement for costs associated with certain outplacement services.

During his employment prior to the Resignation Date, each of Messrs. Smith, Weisman, and Wobby will continue to receive his current salary and benefits, and will continue to comply with the Company's policies and procedures.

The terms described above will be set forth in a General Release, Waiver and Covenant Not to Sue, which will be executed by each of Messrs. Smith, Weisman, and Wobby and the Company on the Resignation Date, and the above description is qualified by the text of such agreement.

Any unvested non-qualified stock options and restricted stock held by Messrs. Smith, Weisman, and Wobby as of the Resignation Date will be forfeited by them pursuant to the terms of the Company's 2012 Omnibus Incentive Plan and the Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan (the "Plans"), as amended and restated, and relevant grant and award agreements thereunder.  Any non-qualified stock options and restricted stock vested prior to the Resignation Date will remain subject to, and exercisable only per, the terms of the Plans and grant and award agreements thereunder.

On January 5, 2014, the Company issued a press release announcing certain executive appointments and transitions. A copy of the press release is attached hereto as Exhibit 99.1.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

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SIGNATURE

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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INDEX TO EXHIBITS

EXHIBIT 99.1

PRESS RELEASE

                                                 Contact:

                                               Trisha Tuntland

                                              Manager of Investor Relations

                                              Cabot Microelectronics Corporation

                                                 (630) 499-2600

AURORA, IL, January 5, 2015 – Cabot Microelectronics Corporation (Nasdaq:  CCMP), the world's leading supplier of chemical mechanical planarization (CMP) polishing slurries and a growing CMP pad supplier to the semiconductor industry, announced the following executive appointments, which are effective today:

-	Yumiko Damashek, currently the Company's Vice President, Japan and Asia Operations, has been named Vice President, Operations and Quality;

-	Richard Hui, currently the Company's Managing Director, Korea, has been appointed Vice President, Global Sales;

-	Dr. Ananth Naman, currently the Company's Vice President, Research and Development, has been named Vice President and Chief Technology Officer;

-	Dr. Daniel D. Woodland, currently Global Business Director, Dielectrics, has been appointed Vice President, Marketing.

All of these individuals report directly to David H. Li, Cabot Microelectronics' President and Chief Executive Officer.  Ms. Damashek and Mr. Hui will continue to be based in Asia, with Dr. Naman and Dr. Woodland continuing to be based in the United States.

"Consistent with our focus on growth as well as customers, infrastructure, employees, operations and leadership in Asia, I am delighted to announce these changes today," said Mr. Li.  "With expanded roles for both Yumiko Damashek and Ananth Naman, who have demonstrated strong leadership in their significant responsibilities to date, I know we will be able to enhance our world-class approach to collaborating with our customers, and providing them with leading-edge technology and supply chain excellence.  In addition, I welcome Richard Hui and Dann Woodland to our executive team, following their impressive track records in areas of our business and parts of the world that remain of critical importance to our future."

In addition to the above appointments, the Company announced that as of December 31, 2014, three executives had stepped down from their positions:  Stephen R. Smith, Vice President, Marketing; Adam F. Weisman, Executive Vice President, Business Operations; and, Daniel S. Wobby, Vice President, Global Sales.  They will continue to serve the Company in non-executive transition roles through April 1, 2015.  Mr. Li stated, "I would like to thank Steve, Adam and Dan for their significant contributions to the growth of Cabot Microelectronics during their many years of service.  All of us wish them well in their future endeavors."

ABOUT CABOT MICROELECTRONICS CORPORATION

Cabot Microelectronics Corporation, headquartered in Aurora, Illinois, is the world's leading supplier of CMP polishing slurries and a growing CMP pad supplier to the semiconductor industry.  The company's products play a critical role in the production of advanced semiconductor devices, enabling the manufacture of smaller, faster and more complex devices by its customers.  The company's mission is to create value by developing reliable and innovative solutions, through close customer collaboration, that solve today's challenges and help enable tomorrow's technology.  Since becoming an independent public company in 2000, the company has grown to approximately 1,050 employees on a global basis.  For more information about Cabot Microelectronics Corporation, visit www.cabotcmp.com or contact Trisha Tuntland, Manager of Investor Relations at 630-499-2600.

SAFE HARBOR STATEMENT

This news release may include statements that constitute "forward looking statements" within the meaning of federal securities regulations.  These forward-looking statements include statements related to:  future sales and operating results; company and industry growth, contraction or trends; growth or contraction of the markets in which the company participates; the company's management, international events, regulatory or legislative activity, or various economic factors; product performance; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property; new product introductions; development of new products, technologies and markets; natural disasters; the acquisition of or investment in other entities; uses and investment of the company's cash balance; financing facilities and related debt, payment of principal and interest, and compliance with covenants and other terms; the company's capital structure; and the operation of facilities by Cabot Microelectronics Corporation.  These forward-looking statements involve a number of risks, uncertainties, and other factors, including those described from time to time in Cabot Microelectronics' filings with the Securities and Exchange Commission (SEC), that could cause actual results to differ materially from those described by these forward-looking statements.  In particular, see "Risk Factors" in the company's annual report on Form 10-K for the fiscal year ended September 30, 2014, filed with the SEC.  Cabot Microelectronics assumes no obligation to update this forward-looking information.

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