SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 17, 2013
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
5500 Cenex Drive, Inver Grove Heights, Minnesota
(Address of principal executive offices)
Registrant’s telephone number, including area code:
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:
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2013, Patrick Kluempke notified CHS Inc. (the “Company”) that he intends to retire from his position of Executive Vice President, Corporate Services effective March 30, 2013. Mr. Kluempke shall receive his current salary ($510,329), prorated through March 30, 2013, as well as his Annual and Long Term Incentive Awards ($828,774) also prorated through March 30, 2013.
In connection with his retirement, Mr. Kluempke agreed to enter into a separation agreement with the Company, under which he agrees to, among other things, a release of claims and to comply with non-competition and non-solicitation covenants (the “Restrictive Covenants”) in exchange for $600,147, which represents the value of the Annual and Long-Term Incentive Awards to which he would have been entitled with respect to the remainder of fiscal 2013 had he remained with the Company through August 31, 2013.
On January17, 2013, the Company entered into a consulting agreement with Mr. Kluempke that will become effective April 1, 2013. Under the terms of the consulting agreement, Mr. Kluempke agrees to perform consulting and advisory services for the Company through December 31, 2014, including advising management with respect to potential domestic and global business development opportunities and other key matters as requested by the Company. He also agrees to remain bound by the Restrictive Covenants during the term of the consulting agreement and for one year thereafter. Pursuant to the consulting agreement, Mr. Kluempke will receive a consulting fee of $45,000 per month. As a consultant, Mr. Kluempke will not be entitled to receive any other compensation or benefits.
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.
January 18, 2013
/s/ David A. Kastelic
Name: David A. Kastelic
Title: Executive Vice President and Chief Financial Officer