false
0001069899
0001069899
2026-06-25
2026-06-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 26, 2026 (June 25, 2026)
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 CERTAIN OFFICERS.
On June 25, 2026, in connection with Daniel (Dani)
Bendheim’s appointment to the role of Chief Executive Officer and President of the Company effective July 1, 2026 (the “Effective
Date”), the Compensation Committee of the Board of Directors of Phibro Animal Health Corporation (the “Company”) approved
(i) the Company’s entry into an employment agreement with Mr. D. Bendheim, effective as of the Effective Date (the “Employment
Agreement”) and (ii) the grant of 300,000 restricted stock units (“RSUs” and, such award, the “Initial RSUs”)
to Mr. D. Bendheim, pursuant to the Company’s 2008 Incentive Plan and the RSU award agreement (the “Award Agreement”).
Employment Agreement
Pursuant to the Employment Agreement, Mr. D. Bendheim
will serve as the Chief Executive Officer and President of the Company starting on the Effective Date and ending on the date that such
employment is terminated by either party pursuant to the termination provisions set forth in the Employment Agreement (such period, the
“Term”). During the Term, Mr. D. Bendheim will (i) receive a base salary at an annual rate of $850,000, (ii) be eligible to
receive an annual discretionary bonus with a target bonus value of 50% of his base salary, (iii) be eligible to receive an annual award
of time-vesting RSUs with a target value of approximately 50% of his base salary and (iv) receive the Initial RSUs.
In the event Mr. D. Bendheim’s employment
terminates due to his death or “disability” (as defined in the Employment Agreement), Mr. D. Bendheim will be eligible to
receive six months of continued base salary payments. Upon Mr. D. Bendheim’s termination by the Company without Cause or by Mr.
D. Bendheim for any reason, Mr. D. Bendheim will be eligible to receive up to 18 months of Company-subsidized COBRA coverage. The foregoing
separation benefits are subject to Mr. D. Bendheim’s (or his estate’s, as applicable) execution and non-revocation of a release
of claims against the Company and its affiliates.
The Employment Agreement also entitled Mr. D. Bendheim
to the Company’s customary employee benefits and binds him to restrictive covenants regarding confidentiality, non-competition,
non-solicitation, non-disparagement and the Company’s ownership of intellectual property.
RSU Award
All of the Initial RSUs granted to Mr. D.
Bendheim are subject to performance-based vesting. The RSUs will vest on June 30, 2031, in increments of 25% (with linear
interpolation to apply for achievement between increments) based upon achievement of the arithmetic average of the Company’s
closing stock price per share for each trading day in the 90-calendar day period ending on June 30, 2031 (the “90-Day
Average”) from $70 to $100 and above, subject to Mr. D. Bendheim’s continued employment on such date; provided
that if Mr. D. Bendheim’s employment is terminated by the Company without “cause” (as defined in the Employment
Agreement) (a “Qualifying Termination”), subject to Mr. D. Bendheim’s execution and non-revocation of a general
release of claims and continued compliance with all applicable restrictive covenants, the RSUs will vest based on the 90-Day Average
of the Company’s stock price ending on a date selected by Mr. D. Bendheim during the period beginning on the date of the
Qualifying Termination and ending on the first to occur of (i) June 30, 2031, (ii) the first anniversary of the Qualifying
Termination and (iii) March 15 of the year following the date of the Qualifying Termination. None of the RSUs will vest if the
90-Day Average is below $70, and the maximum vesting percentage for the RSUs is 100% for achievement of a 90-Day Average of $100 or
above.
In the event of a change in control of the Company,
following which either (i) 100% of the Company’s shares of stock cease to be traded on a nationally recognized stock exchange and
the Company is no longer listed on any such exchange or (ii) a Qualifying Termination occurs within 12 months, all unvested RSUs will
immediately vest in full.
The foregoing descriptions are qualified in their
entirety by reference to the copies of the Employment Agreement and the Award Agreement that will be filed as exhibits to the Company’s
Annual Report on Form 10-K to be filed with the Securities and Exchange Commission for the fiscal year ending June 30, 2026.
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: June 26, 2026 |
|
| |
|
| |
By: |
/s/ Judith Weinstein |
| |
Name: |
Judith Weinstein |
| |
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
