SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2021
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
|(Commission File Number)|
| || || |
|4640 Trueman Boulevard,|| ||43026|
|(Address of Principal Executive Offices)|| ||(Zip Code)|
Registrant’s Telephone Number, Including Area Code: (614) 658-0050
(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):
|☐||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))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|| |
| ||Name of each exchange on which registered|
|Common Stock, $0.01 par value per share|| ||WMS|| ||New York Stock Exchange|
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.
On September 1, 2021, Advanced Drainage Systems, Inc. (the “Company”) entered into a Separation and Release Agreement (the “Separation Agreement”) with Ronald R. Vitarelli (the “Executive”), the Company’s Executive Vice President, Engineering, in connection with the previously announced conclusion of his employment with the Company. Entry into the Separation Agreement is a condition to receiving certain termination and severance payments under the Executive’s Amended and Restated Executive Employment Agreement, dated June 20, 2014, between the Company and the Executive (the “Employment Agreement”). In connection with entry into the Separation Agreement, the Executive and Company agreed to, among other things (1) the Executive’s release of all claims related to the Executive’s employment with the Company and termination thereof (other than certain claims under the Employment Agreement, Company benefit and equity plans, relevant employee benefits law, and rights to indemnification) and (2) the survival of certain post-employment covenants contained in the Employment Agreement.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are being furnished as part of this report:
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.
|ADVANCED DRAINAGE SYSTEMS, INC.|
|Date: September 8, 2021||By:||/s/ Scott A. Cottrill|
|Name:||Scott A. Cottrill|
|Title:||EVP, CFO & Secretary|