PAHC Phibro Animal Health Corporation

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 23, 2025 (January 21, 2025)

 

Phibro Animal Health Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

Delaware		01-36410		13-1840497
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Glenpointe Centre East, 3rd Floor

300 Frank W. Burr Boulevard, Suite 21

Teaneck, New Jersey 07666-6712

(Address of Principal Executive Offices, including Zip Code)

 

(201) 329-7300

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		PAHC		NASDAQ Stock Market

 

Check the appropriate box below if this Form 8-K filing 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 (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))

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 CERTAN OFFICERS.

 

(d) The Board of Directors (the “Board”) of Phibro Animal Health Corporation (the “Corporation”) appointed Joyce J. Lee as a Class II director of the Corporation, effective January 21, 2025. Ms. Lee is expected to stand for election by the stockholders of the Corporation at the 2027 Annual Meeting of Stockholders of the Corporation. The Board determined that Ms. Lee is an independent director.

 

Ms. Lee will receive the same compensation as other non-employee directors receive for their service on the Board and committees of the Board, if any. Ms. Lee and the Corporation have entered into the Corporation’s standard director indemnification agreement, which requires the Corporation to indemnify Ms. Lee to the fullest extent permitted under Delaware law against liabilities that may arise by reason of her service on the Board and to advance expenses incurred as a result of any proceeding against her for which she could be indemnified.

 

A copy of the press release announcing the appointment of Ms. Lee is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release, dated January 23, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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 thereunto duly authorized.

 

 

	PHIBRO ANIMAL HEALTH CORPORATION
	Registrant
Date: January 23, 2025
	By:	/s/ Judith Weinstein
	Name:	Judith Weinstein
	Title:	Senior Vice President, General Counsel and Corporate Secretary

 

 

 Exhibit 99.1

 

 

 

For Immediate Release

 

Phibro Animal Health Corporation Announces the Appointment of Joyce J. Lee to Its Board of Directors

TEANECK, NJ, January 23, 2025 (Business Wire) -- The Board of Directors of Phibro Animal Health Corporation (Nasdaq: PAHC) today announced the appointment of Joyce J. Lee, MBA, as a Class II director of the Company, effective immediately. Ms. Lee will be an independent director. Her appointment fills a current vacancy and increases Board membership to nine directors, 6 of whom are independent directors.

 

Ms. Lee brings a wealth of expertise and leadership to our Board of Directors, most recently serving as President of Cobb Vantress LLC, a premier genetics company dedicated to feeding the world through responsible genetic innovation. Before joining Cobb Vantress, Ms. Lee held executive positions at Elanco, Bayer Animal Health, and Zoetis. Her extensive experience includes executive, global, regional, and country-level leadership roles in publicly held companies. Ms. Lee has led diverse commercial and global functions throughout her career, including global genetics production, general management, strategy, sales, marketing, outcomes research, R&D, engineering, manufacturing, and information technology. Her significant contributions to the animal health industry were recognized in 2018 when she received the prestigious Feather in Her Cap Award. Additionally, Ms. Lee has served as a board member on the corporate governance and nomination committee for over two years and on an audit committee for more than five years at a publicly traded company. Ms. Lee holds a Bachelor's Degree in Business Administration from Baylor University and an MBA in Healthcare Administration from Jacksonville University.

 

Her strategic vision, operational expertise, industry knowledge, and public company governance experience qualify her to serve on our Board of Directors.

 

“We are very much looking forward to working with Joyce. Having worked to drive value creation for some of the leading brands in the animal health industry including beef, dairy, swine, and global aquaculture along with her knowledge of the pet care category, Joyce will be an excellent addition to our Board of Directors,” said Jack Bendheim, Phibro’s Chairman, President and Chief Executive Officer.

 

About Phibro Animal Health Corporation

 

Phibro Animal Health Corporation is a leading global diversified animal health and mineral nutrition company. We strive to be a trusted partner with livestock producers, farmers, veterinarians, and consumers who raise or care for farm and companion animals by providing solutions to help them maintain and enhance the health of their animals. For further information, please visit www.pahc.com.

 

 

Contact:

Phibro Animal Health Corporation

Glenn C. David

Chief Financial Officer

+1-201-329-7300

Or

Investor.relations@pahc.com

 

 

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Entity File Number	01-36410
Entity Registrant Name	Phibro Animal Health Corporation
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Entity Tax Identification Number	13-1840497
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Glenpointe Centre East, 3rd Floor
Entity Address, Address Line Two	300 Frank W. Burr Boulevard, Suite 21
Entity Address, City or Town	Teaneck
Entity Address, State or Province	NJ
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	PAHC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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