SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 15, 2019
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281) 331-6154
(Former name or former address, if changed since last report)
Check the appropriate line below if the 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $0.30 par value
New York Stock Exchange
Indicate by check mark whether 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.
(d) On August 15, 2019, the Board of Directors (the “Board”) of Team, Inc. (the “Company”) appointed Mr. Robert Skaggs, Jr. to the Board of the Company. Mr. Skaggs will serve as a Class I director until his term expires at the 2020 annual meeting of shareholders, at which time he will stand for election by the Company’s shareholders. Pursuant to the Board’s standard compensation policy for non-employee directors, Mr. Skaggs will receive a $65,000 annual cash retainer payable quarterly in arrears and will be eligible for an annual stock award of $87,500 following the annual meeting of shareholders. Additionally, as a member of the Corporate Governance and Nominating Committee, Mr. Skaggs will receive an additional annual cash retainer of $5,000, payable quarterly.
Mr. Skaggs, 65, served as Chairman and Chief Executive Officer of Columbia Pipeline Group, Inc. through 2016. No family relationships exist between Mr. Skaggs and any of the Company’s other directors or executive officers. There are no arrangements between Mr. Skaggs and any other person pursuant to which Mr. Skaggs was nominated as a director, nor are there any transactions to which the Company is or was a participant and in which Mr. Skaggs has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished as part of Item 5.02 of this Current Report on Form 8-K:
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.
/s/ André C. Bouchard
André C. Bouchard
Executive Vice President, Chief Legal Officer and Secretary
Dated: August 15, 2019
FOR IMMEDIATE RELEASE
Robert Skaggs, Jr. Appointed to Team, Inc. Board of Directors
SUGAR LAND, TX, August 15, 2019 – Team, Inc. (NYSE: TISI) announced today that Robert Skaggs, Jr. has been appointed to its Board of Directors (the “Board”), effective immediately.
“I am very pleased to welcome Bob to our Board,” said Amerino Gatti, Team’s Chief Executive Officer. “Bob is an accomplished executive with proven leadership skills and brings extensive public company board expertise to Team. His deep knowledge of the pipeline, midstream and power sectors will support the continued transformational growth and diversification of our business. Bob’s extensive experience is a strong complement to our existing members’ and will further strengthen the Board’s breadth of talent and competencies.”
Louis A. Waters, Team’s Chairman of the Board, added, “We are excited to add Bob as an independent director of Team. With more than 35 years of industry experience and a broad array of public company service, we believe Bob’s contributions will be a tremendous asset to the board and to Team.”
“It is a particularly exciting time to be joining
Team as the Company continues its transformation in a dynamic and changing industry,” said Mr. Skaggs. “Team is a leader in the specialty industrial services space, where it is uniquely positioned to succeed. I look forward to working with my fellow directors and Team’s strong leadership team to further the Company’s strategic mission.”
From 2014 through 2016, Mr. Skaggs served as Chairman and Chief Executive Officer of Columbia Pipeline Group, Inc. and from 2005 through 2015, he served as President and Chief Executive Officer of NiSource, Inc., a Fortune 500 energy holding company engaged in natural gas and electric utilities and the gas storage and pipeline business. Mr. Skaggs spent 35 years at Columbia Pipeline Group serving in various leadership roles and functional roles, including legal, finance, commercial and executive management. He currently serves on the boards of DTE Energy (NYSE:DTE) and Cloud Peak Energy (NYSE:CLD). Previously, Mr. Skaggs served on the board of Columbia Pipeline Partners, as well as NiSource, Inc. In 2016, he received the American Gas Association’s Distinguished Service Award. Mr. Skaggs received a B.A. in economics from Davidson College, a Juris Doctorate from West Virginia University and an M.B.A. from Tulane University.
About Team, Inc.
Headquartered near Houston, Texas, Team, Inc. (NYSE: TISI) is a leading global provider of specialized industrial services, including inspection, engineering assessment and mechanical repair and remediation required in maintaining and installing high-temperature and high-pressure piping systems and vessels that are utilized extensively in the refining, petrochemical, power, pipeline, aerospace and other heavy industries. Team offers these services across over 200 locations and more than 20 countries throughout the world. For more information, please visit www.teaminc.com.
EVP & Chief Financial Officer