i427 West 12th Street, iKansas
City, iMissourii64105
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(i816)
i983-1303
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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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 Symbol(s)
Name of each exchange on which registered
iPreferred
Stock, Par Value $25 Per Share, 4%, Noncumulative
iKSU
iNew York Stock Exchange
iCommon
Stock, $.01 Per Share Par Value
iKSU
iNew York Stock Exchange
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 i☐
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 7, 2021, Brian D. Hancock, Executive Vice President and Chief Innovation Officer of Kansas City Southern (the “Company”), notified the Company of his intention to retire effective July 2, 2021.
In connection with his retirement, Mr. Hancock entered into a Confidential Separation Agreement and Full and General Release, dated June 8, 2021, with The Kansas City Southern Railway Company (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Hancock will receive payments totaling $2,000,000 through July
2, 2022. The Company will also continue to subsidize the cost of Mr. Hancock’s medical insurance premiums through such date. Mr. Hancock will forfeit all unvested equity awards in connection with his retirement. The Separation Agreement also contains standard non-competition and non-solicitation provisions, as well as confidentiality, waiver and non-disparagement provisions and a general release of claims against the Company. The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference. The amounts paid under the Separation Agreement constitute
all of the payments to be received by Mr. Hancock from the Company in connection with his retirement.
Cover page information from Kansas City Southern’s Current Report on Form 8-K filed on June 11, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language) and included as Exhibit 101.
SIGNATURE
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.
