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0000925528
HUDSON TECHNOLOGIES INC /NY
0000925528
2025-11-13
2025-11-13
iso4217:USD
xbrli:shares
iso4217:USD
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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) |
November
13, 2025 |
|
Hudson
Technologies, Inc. |
| (Exact Name of Registrant as Specified in Charter) |
|
New York |
| (State or Other Jurisdiction of Incorporation) |
| 1-13412 |
|
13-3641539 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
| 300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey |
|
07677 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
|
(845) 735-6000 |
| (Registrant's Telephone Number, Including Area Code) |
| |
|
Not Applicable |
| (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 Instruction 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 |
Trading Symbols(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
HDSN |
Nasdaq Capital Market |
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 |
Appointment of Chairman of the Board, President
and Chief Executive Officer; Director Appointment
On
November 13, 2025, Hudson Technologies, Inc. (the “Company”) appointed Kenneth Gaglione as its Chairman of the Board,
President and Chief Executive Officer. Mr. Gaglione was also appointed to the Company’s Board of Directors with a term of office
to expire at the 2027 annual meeting of shareholders. He has not been appointed to serve on any committees of the Board of Directors.
All such appointments are effective November 24, 2025.
Mr. Gaglione, age 64,
previously served as Vice President – Operations of the Company from September 2020 through December 2023. Following his
departure from the Company, Mr. Gaglione served as a consultant to a leading European private equity firm evaluating opportunities
in the refrigerant and HVAC industry and provided consulting services to the Company. Mr. Gaglione previously served as Global Marketing
Director for aftermarket refrigerants at Honeywell International, Fluorine Products Division from 2018 to 2020. He served in a number
of other capacities at Honeywell International from 2011, including Global Business Director – Aerosol & Solvents from
2015-2017, Senior Marketing Manager, Refrigerants from 2013-2014 and Global Product Manager/Senior Marketing Manager, Structural Enclosures
from 2011-2013. Before joining Honeywell Mr. Gaglione had extensive experience marketing and developing advanced electronic packaging
materials with Rohm and Haas’ Electronic Materials division and Ciba-Geigy’s Photopolymers division. Mr. Gaglione received
a B.S. in Chemistry from the State University of New York and an MBA in Marketing from the University of California, Irvine.
Employment Agreement
On November 13, 2025,
the Company entered into an Employment Agreement with Mr. Gaglione dated as of November 24, 2025 (the “Employment Agreement”).
Pursuant to the Employment Agreement, Mr. Gaglione will serve as our Chairman of the Board, President and Chief Executive Officer
and will receive an annual base salary of $695,000 with such increases as the Compensation Committee of our Board of Directors may determine,
a target annual bonus of 75% of then-current base salary, and an initial a five-year stock option, vesting 50% on the first anniversary
of the effective date of the Employment Agreement and a further fifty percent on the second anniversary of the effective date of the Employment
Agreement, having a Black-Scholes value, determined in good faith by the Compensation Committee of the Board, of at least $695,000. The
Company will also, at Mr. Gaglione’s option, either: (i) reimburse him in accordance with the Company’s reimbursement
policy for the costs of a hotel near the Company’s Woodcliff Lake, New Jersey headquarters, or (ii) reimburse him for the cost
of an apartment in the Woodcliff Lake, New Jersey area in an amount not to exceed $5,000 per month. The Employment Agreement has an initial
two-year term and is automatically renewable for successive one-year terms unless either party gives notice of termination at least ninety
days prior to the expiration date of the then-current term. Pursuant to the Employment Agreement, Mr. Gaglione has agreed to certain
covenants and restrictions, which include an agreement that Mr. Gaglione will not compete with the Company in the United States for
a period of twelve months after his termination for any reason. The Employment Agreement also provides that Mr. Gaglione is
entitled to sick leave for up to one hundred twenty days with continuation of at least 75% of Mr. Gaglione’s salary after the
commencement of his sick leave. The Employment Agreement further provides that in the event of his involuntary separation without cause,
the Company’s election not to renew the Employment Agreement, or his voluntary separation for a good reason as enumerated in the
Employment Agreement, Mr. Gaglione will receive severance payments, in the form of the continuation of his annual base salary and
benefits for a period of twelve months, and a lump sum payment, subject to performance criteria, equivalent to the highest bonus paid
to him in the three years prior to his termination, pro-rated to the date of his termination. In addition, the Employment Agreement
provides that in the event of his involuntary separation without cause, or in the event of his voluntary separation for a good reason
as enumerated in the agreement, all stock options, stock appreciation rights, and any similar rights which Mr. Gaglione holds on
the date of termination of employment shall become fully vested and be exercisable on the date of termination of employment, and shall
remain exercisable following the termination of employment until (i) expiration of the twelve month severance period, (ii) termination
of severance benefits due to a breach of the agreement by Mr. Gaglione, or (iii) expiration of the original term of the stock
option, stock appreciation right or similar right, whichever first occurs.
The description of the Employment
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement,
which is filed as Exhibit 10.1 to this Report.
| Item 7.01. | Regulation FD Disclosure. |
On
November 13, 2025, the Company issued a press release announcing the above-referenced appointment. A copy of the press release is
furnished herewith as Exhibit 99.1.
The
information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| |
Exhibit 10.1 |
Employment Agreement dated as of November 24, 2025 between Hudson Technologies, Inc. and Kenneth Gaglione |
| |
Exhibit 99.1 |
Press Release issued November 13, 2025 |
| |
Exhibit 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 hereunto
duly authorized.
Date: November 13, 2025
| |
HUDSON TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/ Brian J. Bertaux |
| |
Name: |
Brian J. Bertaux |
| |
Title: |
Chief Financial Officer & Secretary |
