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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 20, 2023 (December 15, 2023) 

____________________________

 

LIVENT CORPORATION

(Exact name of registrant as specified in its charter)

 

____________________________

 

Delaware 001-38694 82-4699376

(State or other jurisdiction of 

incorporation or organization) 

 (Commission File Number)

(I.R.S. Employer 

Identification No.) 

     

1818 Market Street

Philadelphia, Pennsylvania

   19103
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 215-299-5900

____________________________

  

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share LTHM New York Stock Exchange

 

Check the appropriate box below if the Form 8-K 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
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

As previously disclosed, in connection with the Transaction Agreement, dated as of May 10, 2023 (the “Transaction Agreement”), by and among Livent Corporation, a Delaware corporation (“Livent”), Allkem Limited, an Australian public company limited by shares (“Allkem”), and Arcadium Lithium plc, a public limited company incorporated under the laws of the Bailiwick of Jersey (“Arcadium”), and subsequently joined by Lightning-A Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Arcadium Lithium Intermediate IRL Limited, a private company limited by shares and incorporated and registered in Ireland, and subsequently amended by that certain Amendment to Transaction Agreement, dated as of August 2, 2023, by and between Livent and Allkem and that certain Second Amendment to Transaction Agreement, dated as of November 5, 2023 by and between Livent and Allkem, Livent and Allkem had previously nominated the following to be members of the board of directors of Arcadium as of the effective time (the “Effective Time”) of the merger of Merger Sub with and into Livent with Livent surviving the merger as a wholly owned subsidiary of Arcadium: (i) Michael F. Barry, (ii) Peter Coleman, (iii) Alan Fitzpatrick, (iv) Paul W. Graves, (v) Florencia Heredia, (vi) Leanne Heywood, (vii) Christina Lampe-Önnerud, (viii) Pablo Marcet, (ix) Steven T. Merkt, (x) Robert C. Pallash, (xi) Fernando Oris de Roa and (xii) John Turner ((i)-(xii) collectively, the “New Arcadium Board”).

 

On December 15, 2023, the current board of directors of Arcadium (the “Current Arcadium Board”) appointed each of the members of the New Arcadium Board as directors of Arcadium effective upon the Effective Time and subject to the closing of the transactions contemplated by the Transaction Agreement (the “Closing”). In connection therewith, the Current Arcadium Board also appointed the members of the New Arcadium Board to Arcadium’s Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Sustainability Committee as set forth below, in each case effective as of the Effective Time and subject to the Closing:

 

Audit Committee   Compensation Committee   Nominating and Corporate Governance Committee   Sustainability Committee

Leanne Heywood (Chair)

Fernando Oris de Roa

Michael F. Barry

Steven T. Merkt

  

John Turner (Chair)

Fernando Oris de Roa

Pablo Marcet

Michael F. Barry

  

Steven T. Merkt (Chair)

Robert C. Pallash

Christina Lampe-Önnerud

Peter Coleman

Florencia Heredia

Alan Fitzpatrick

  

Robert C. Pallash (Chair)

Christina Lampe-Önnerud

Pablo Marcet

Alan Fitzpatrick

Florencia Heredia

Leanne Heywood

 

 

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.

 

  LIVENT CORPORATION
   
  By: /s/ Gilberto Antoniazzi
   

Name:

Gilberto Antoniazzi

    Title: Vice President and Chief Financial Officer

 

Dated: December 20, 2023

 

 

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Cover
Dec. 15, 2023
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Dec. 15, 2023
Entity File Number 001-38694
Entity Registrant Name LIVENT CORPORATION
Entity Central Index Key 0001742924
Entity Tax Identification Number 82-4699376
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1818 Market Street
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19103
City Area Code 215
Local Phone Number 299-5900
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Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol LTHM
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