17 unchanged sentences
Not applicable.
−Removed: Orion Engineered Carbons S.A
Report of Independent Registered Public Accounting Firm
−Removed: To the Shareholders and the Board of Directors of Orion Engineered Carbons S.A.
+Added: To the Shareholders and the Board of Directors of Orion S.A.
Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Orion Engineered Carbons S.A.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, Orion Engineered Carbons S.A.
+Added: We have audited Orion S.A.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
+Added: In our opinion, Orion S.A.
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2022, and the related notes and our report dated February 23, 2023 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated February 14, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
February 14, 2024
−Removed: Orion Engineered Carbons S.A
Directors, Executive Officers and Corporate Governance
7 unchanged sentences
59 Senior Vice President, Global Operations
−Removed: Painter became the CEO of Orion Engineered Carbons in September 2018.
−Removed: He is responsible for setting strategy and policy, developing leadership talent, meeting customer and shareholder commitments, and setting Company culture.
−Removed: Prior to joining Orion, he was the Executive Vice President for Industrial Gases at Air Products and Chemicals, a global industrial gas company from 2014 until he left the company in 2018.
−Removed: Prior to that he was Senior Vice Present of the Merchant Gases division of Air Products from 2013 to 2014.
−Removed: Painter joined Air Products in 1984 as a participant in a career development program and held various positions including Vice President, Global Electronics, Senior Vice President, Corporate Strategy and Technology, and Senior Vice President Supply Chain (operations, engineering, procurement, safety).
−Removed: He was based overseas in Asia and Europe for ten years.
−Removed: Painter has served on numerous non-profit boards.
+Added: Painter was named Chief Executive Officer of the Group in September 2018 and joined the Board of Directors in October 2018.
+Added: Painter began his career at Air Products in 1984 as part of the company’s career development program.
+Added: He rose through the ranks, progressing through a variety of commercial and operations positions in the U.S.
+Added: and overseas, and was rapidly promoted several times over the last several years, holding leadership positions in operations, supply chain, corporate strategy and technology.
+Added: He held the position of Executive Vice President, Industrial Gases until he left Air Products at the end of June, 2018 to become Orion Engineered Carbons group’s new Chief Executive Officer starting from September 2018.
He holds a B.S.
1 unchanged sentence
Jeffrey Glajch — Mr.
−Removed: Glajch joined Orion on April 18, 2022 as Chief Financial Officer.
−Removed: Glajch has over 30 years of experience leading corporate finance and accounting control functions for both public and private companies.
+Added: Glajch joined the company in 2022.
+Added: He has over 30 years of experience leading corporate finance and accounting control functions for both public and private companies, including business development, investor relations, risk management, legal, information technology and human resources.
Prior to joining Orion, he served as CFO for 13 years for Graham Corporation, a leading designer and manufacturer of vacuum and heat transfer equipment for energy markets and process industries.
−Removed: Prior to Graham Corporation, he held senior financial roles at a number of companies.
−Removed: Glajch has also served on numerous non-profit boards.
He holds an MBA from Purdue University, a master’s degree in chemical engineering from Clarkson University and a bachelor’s degree in chemistry from Carnegie-Mellon University.
1 unchanged sentence
Niewiem was appointed Senior Vice President Global Specialty Carbon Black and EMEA Region in September 2019.
−Removed: She joined Orion in December 2013 and previously held the position of Vice President Global Product Management and Business Development Specialty Carbon Black.
−Removed: She has over 19 years of experience in process industries, engineering and industrial goods, and more than 13 years in management consulting at a global consulting firm.
+Added: Niewiem joined Orion in December 2013 and previously held the position of Vice President Global Product Management and Business Development Specialty Carbon Black.
+Added: She has over two decades of experience in process industries, engineering and industrial goods, thereof more than thirteen years in management consulting at a global consulting firm.
Niewiem holds an economics doctorate from European Business School and a master's in business administration from James Madison University, Virginia.
Pedro Riveros —Mr.
−Removed: Riveros joined Orion Engineered Carbons in the current role in June 2019.
+Added: Riveros was appointed Senior Vice President Global Rubber Carbon Black and Americas Region in September 2019.
Immediately prior to Orion, he served in multiple business leadership roles at Air Products from 1994 to 2019 where his key areas of expertise included Business Strategy, Margin Enhancement, Productivity and Supply Chain Management.
−Removed: He has 25 years of experience in varied general management and business management roles in the industrial gas and chemicals area both in North and South America.
−Removed: Riveros holds a Bachelor’s degree in mechanical engineering from Rensselaer Polytechnic Institute, New York.
+Added: He has 25 years of experience in different general management and business management roles in the industrial gas and chemicals area both in North and South America.
+Added: Riveros held several business leadership roles at Air Products, prior to joining Orion, where his key areas of expertise included Business Strategy, Margin Enhancement, Productivity and Supply Chain Management.
+Added: Riveros holds B.S.
+Added: in Mechanical Engineering from Rensselaer Polytechnic Institute.
Carlos Quinones —Mr.
−Removed: Quinones joined Engineered Orion Carbons in the current role in June 2019.
+Added: Quinones joined Orion Engineered Carbons with the responsibility for Global Operations in June 2019.
+Added: He has over 25 years of operations experience in various international chemical, petrochemical and industrial gases companies.
Immediately prior to joining Orion, he held multiple Operations leadership positions at Air Products from 2015 to 2019.
−Removed: Prior to Air Products, Mr.
−Removed: Quinones held positions of increasing leadership responsibilities in the chemical industry experience with Praxair, Rohm and Haas/Dow Chemical, and Arco Chemical.
−Removed: Quinones holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University.
+Added: Quinones holds a B.S.
+Added: in Mechanical Engineering Technology from Texas A&M University.
Code of Conduct/Code of Ethics
−Removed: Orion has adopted a Code of Conduct that applies to all Company employees and directors, including the Chief Executive Officer, the Chief Financial Officer, senior management, the Controller and other senior financial officers.
+Added: Orion has adopted a Code of Conduct that applies to all Company employees and directors, including the Chief Executive Officer, the Chief Financial Officer, senior management and other senior financial officers.
The Code of Conduct is posted on our website, www.orioncarbons.com (under “Legal” then “Compliance Policies” section).
1 unchanged sentence
The Code of Ethics is posted on our website, www.orioncarbons.com (under “Investors” then “Governance” section).
−Removed: We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Conduct and Code of Ethics applicable to the Chief Executive Officer, the Chief Financial Officer, senior management, the Controller or other senior financial officers by posting such information on our website.
−Removed: Orion Engineered Carbons S.A
+Added: We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code of Conduct and Code of Ethics applicable to the Chief Executive Officer, the Chief Financial Officer, senior management or other senior financial officers by posting such information on our website.
Executive Compensation
6 unchanged sentences
The information required by this item will be included in our 2024 Proxy Statement and is incorporated herein by reference.
−Removed: Orion Engineered Carbons S.A
Exhibits, Financial Statement Schedules
8 unchanged sentences
None applicable.
−Removed: 3.1 Articles of Association of Orion Engineered Carbons S.A.
−Removed: (incorporated by reference to Exhibit 1.1 to the Current Report on Form 6-K furnished on April 16, 2019 (File No.
+Added: 3.1 Articles of Association of Orion S.A.
+Added: (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on August 9, 2023 (File No.
4.1 Form of Specimen of Common Share Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.
2 to the Registration Statement on Form F-1 filed on July 14, 2014 (File No.
−Removed: 4.2 Description of Orion Engineered Carbons S.A.’s Common Shares (incorporated by reference to Exhibit 4(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 20, 2020
+Added: 4.2 Description of Orion S.A.’s Common Shares (incorporated by reference to Exhibit 4(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 20, 2020 (File No.
10.1 Credit Agreement, dated as of July 25, 2014, among the Company, Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons Bondco GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the revolving borrowers named therein, the guarantors named on the signature page thereto, the lenders named therein, and Goldman Sachs Bank USA as administrative agent (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished on July 31, 2014 (File No.
−Removed: 10.2 First Amendment, dated as of August 7, 2014, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders
−Removed: 10.3 Second Amendment, dated as of September 29, 2016, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as Assuming Lender with respect to the Initial Dollar Term Loans and Initial Euro Term Loans
−Removed: 10.4 Third Amendment, dated as of May 5, 2017, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as Assuming Lender with respect to the Initial Dollar Term Loans and Initial Euro Term Loans
+Added: 10.2 First Amendment, dated as of August 7, 2014, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.
+Added: 10.3 Second Amendment, dated as of September 29, 2016, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as Assuming Lender with respect to the Initial Dollar Term Loans and Initial Euro Term Loans (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.
+Added: 10.4 Third Amendment, dated as of May 5, 2017, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as Assuming Lender with respect to the Initial Dollar Term Loans and Initial Euro Term Loans (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.
10.5 Fourth Amendment, dated as of May 31, 2017, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders, and UniCredit Bank AG, as arranger with respect to the Amendment (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished on July 25, 2017 (File No.
−Removed: Orion Engineered Carbons S.A
10.6 Fifth Amendment, dated as of November 2, 2017, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.
+Added: (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.
10.7 Sixth Amendment, dated as of May 3, 2018, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.
+Added: (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.
10.8 Seventh Amendment, dated as of October 29, 2018, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.
+Added: (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.
10.9 Eighth Amendment, dated as of April 2, 2019, to the Credit Agreement, by and among Orion Engineered Carbons S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.
−Removed: 10.10 Ninth Amendment, dated as of September 30, 2021, by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, the other Loan Parties party thereto, the New Term Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders, Goldman Sachs Bank USA as sole book runner and Deutsche Bank Securities Inc., ING Bank, a branch of ING-DiBa AG and UniCredit Bank AG in their capacities as exclusive mandated lead arrangers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 5, 2021).
+Added: (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.
+Added: 10.10 Ninth Amendment, dated as of September 30, 2021, by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, the other Loan Parties party thereto, the New Term Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders, Goldman Sachs Bank USA as sole book runner and Deutsche Bank Securities Inc., ING Bank, a branch of ING-DiBa AG and UniCredit Bank AG in their capacities as exclusive mandated lead arrangers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 5, 2021).(File No.
10.11 Tenth Amendment, dated as of May 26, 2022, by and among Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, the other Loan Parties party hereto, each Lender party hereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders and UniCredit Bank AG in its capacity as exclusive coordinator, bookrunner and mandated lead arranger (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 4, 2022).
+Added: 10.12 Eleventh Amendment, dated as of May 11, 2023, to the Credit Agreement, by and among Orion S.A.
+Added: (f/k/a Orion Engineered Carbons S.A.), Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.
+Added: (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 9, 2023 (File No.
+Added: 10.13 Twelfth Amendment, dated as of August 16, 2023, to the Credit Agreement, by and among Orion S.A.
+Added: (f/k/a Orion Engineered Carbons S.A.), Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.
+Added: (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 2, 2023 (File No.
+Added: 10.14 Thirteenth Amendment, dated as of October 6, 2023, to the Credit Agreement, by and among Orion S.A.
+Added: (f/k/a Orion Engineered Carbons S.A.), Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.
+Added: (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on November 2, 2023 (File No.
10.15+ Fixed Asset Loan Agreement, dated March 16, 2022, by and between Orion Engineered Carbons (Huaibei) Co., Ltd.
−Removed: and Bank of China Limited Shanghai Pilot Free Trade Zone Sub-Branch
+Added: and Bank of China Limited Shanghai Pilot Free Trade Zone Sub-Branch (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed on February 23, 2023 (File No.
10.16† Orion Engineered Carbons S.A.
−Removed: 2014 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed on August 5, 2014)
+Added: 2023 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 9, 2023 (File No.
10.17† Orion Engineered Carbons S.A.
−Removed: 2014 Non-Employee Director Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed on August 5, 2014)
+Added: 2023 Non-Employee Director Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on August 9, 2023 (File No.
10.18† Employment Agreement, dated as of September 2, 2018, by and between Corning Painter and Orion Engineered Carbons S.A.
6 unchanged sentences
10.22† Form of RSU Award Agreement (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on May 7, 2020).
−Removed: 10.20† Form of Director Restricted Share Award Agreement (incorporated by reference to Exhibit 10.
−Removed: 8 to the Quarterly Report on Form 10-Q filed on May 7, 2020).
+Added: 10.23† Form of Director Restricted Share Award Agreement (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q filed on May 7, 2020).
21.1 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP
−Removed: 23.2 Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
−Removed: Orion Engineered Carbons S.A
31.1 Certification by Corning F.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97 Clawback Policy
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
1 unchanged sentence
† Management compensatory arrangement
−Removed: Orion Engineered Carbons S.A
Pursuant to the requirements of Section 13 or 15(d) 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.
−Removed: ORION ENGINEERED CARBONS S.A.
February 14, 2024
24 unchanged sentences
Michel Wurth February 14, 2024
−Removed: /s/ Anthony L.
−Removed: Davis Director
−Removed: Davis February 23, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.