UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 18, 2020, A. O. Smith Corporation (the “Company”) terminated the employment of Wei Ding as Senior Vice President, President of A. O. Smith China, effective immediately. Mr. Ding’s termination is related to an internal investigation initiated in the fourth quarter of 2019 by the Company, with the assistance of outside counsel and under the oversight of the Board of Directors, which concluded that Mr. Ding violated the Company’s Guiding Principles and Code of Conduct.
This matter has no impact on the Company’s past or current financial statements. The Company has a strong brand in China and a talented and experienced team that knows the market well in China. The Company does not expect this personnel matter to materially impact its business in China.
Jack Qiu, Vice President of A. O. Smith (China) Investment Co., will serve as acting leader of A. O. Smith China. Mr. Qiu, who has been with A. O. Smith for 17 years, will report directly to Kevin J. Wheeler, President and Chief Executive Officer of the Company.
Forward-looking statements
This filing contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “continue,” “guidance” or words of similar meaning. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this filing. Important factors that could cause actual results to differ materially from these expectations include, among other things, the following: a further weakening of the Chinese economy and/or a further decline in the growth rate of consumer spending or housing sales in China; negative impact to the company’s businesses as a result of the coronavirus, originating in China; negative impact to the company’s businesses from international tariffs and trade disputes; potential weakening in the high-efficiency boiler segment in the U.S.; significant volatility in raw material prices; inability of the company to implement or maintain pricing actions; potential weakening in U.S. residential or commercial construction or instability in the company’s replacement markets; foreign currency fluctuations; the company’s inability to successfully integrate or achieve its strategic objectives resulting from acquisitions; competitive pressures on the company’s businesses; the impact of potential information technology or data security breaches; changes in government regulations or regulatory requirements; and adverse developments in general economic, political and business conditions in key regions of the world. Forward-looking statements included in this filing are made only as of the date of this filing, and the company is under no obligation to update these statements to reflect subsequent events or circumstances. All subsequent written and oral forward-looking statements attributed to the company, or persons acting on its behalf, are qualified entirely by these cautionary statements.
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.
| A. O. SMITH CORPORATION | ||||||
| Date: February 24, 2020 |
By: |
/s/ James F. Stern | ||||
| James F. Stern Executive Vice President, | ||||||