Arcadium Lithium plc appointed Paul W. Graves as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Appointment of Directors


In connection with the Transaction Agreement, dated as of May 10, 2023 (the "Transaction Agreement"), by and among Livent Corporation, a Delaware corporation ("Livent"), Allkem Limited, an Australian public company limited by shares ("Allkem"), and Arcadium Lithium plc, a public limited company incorporated under the laws of the Bailiwick of Jersey ("Arcadium"), and subsequently joined by Lightning-A Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Arcadium Lithium Intermediate IRL Limited, a private company limited by shares and incorporated and registered in Ireland, and subsequently amended by that certain Amendment to Transaction Agreement, dated as of August 2, 2023, by and between Livent and Allkem and that certain Second Amendment to Transaction Agreement, dated as of November 5, 2023 by and between Livent and Allkem, Livent and Allkem had previously nominated the following to be members of the board of directors of Arcadium as of the effective time (the "Effective Time") of the merger of Merger Sub with and into Livent with Livent surviving the merger as a wholly owned subsidiary of Arcadium: (i) Michael F. Barry, (ii) Peter Coleman, (iii) Alan Fitzpatrick, (iv) Paul W. Graves, (v) Florencia Heredia, (vi) Leanne Heywood, (vii) Christina Lampe-Önnerud, (viii) Pablo Marcet, (ix) Steven T. Merkt, (x) Robert C. Pallash, (xi) Fernando Oris de Roa and (xii) John Turner ((i)-(xii) collectively, the "New Arcadium Board").


On December 15, 2023, the current board of directors of Arcadium (the "Current Arcadium Board") appointed each of the members of the New Arcadium Board as directors of Arcadium effective upon the Effective Time and subject to the closing of the transactions contemplated by the Transaction Agreement (the "Closing"). In connection therewith, the Current Arcadium Board also appointed the members of the New Arcadium Board to Arcadium's Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Sustainability Committee as set forth below, in each case effective as of the Effective Time and subject to the Closing:


Audit Committee Compensation Committee Nominating and Corporate Governance Committee Sustainability Committee 


Leanne Heywood (Chair)


Fernando Oris de Roa 

Michael F. Barry


Steven T. Merkt 

John Turner (Chair)


Fernando Oris de Roa


Pablo Marcet


Michael F. Barry


Steven T. Merkt (Chair)


Robert C. Pallash


Christina Lampe-Önnerud


Peter Coleman


Florencia Heredia


Alan Fitzpatrick


Robert C. Pallash (Chair)


Christina Lampe-Önnerud


Pablo Marcet


Alan Fitzpatrick


Florencia Heredia


Leanne Heywood


The Combined Proxy Statement/Prospectus (as defined below) under the sections "The Transaction-Interests of Livent's Directors and Executive Officers in the Transaction" and "The Transaction-Interests of Allkem's Directors and Executive Officers in the Transaction" contain compensation information for the New Arcadium Board. Such information is incorporated by reference in this Item 5.02.


Each of the members of the Current Arcadium Board, Gilberto Antoniazzi, Juan Carlos Cruz Chellew and Donal Flynn, submitted resignations from the board of directors of Arcadium effective upon the Effective Time and subject to the Closing. These resignations were pursuant to the Transaction Agreement and were not due to any disagreement with Arcadium relating to the operations, practices or policies of Arcadium.


Appointment of Officers 


On December 15, 2023, the Current Arcadium Board appointed Paul W. Graves as Chief Executive Officer and President, Gilberto Antoniazzi as Chief Financial Officer, Vice President and Treasurer, Sara Ponessa as General Counsel, Vice President and Secretary, and Ronald B. Stark as Chief Accounting Officer, in each case effective upon the Effective Time and subject to the Closing. The Combined Proxy Statement/Prospectus under the sections "Management and Corporate Governance of NewCo-Executive Officers of NewCo" and "The Transaction-Interests of Livent's Directors and Executive Officers in the Transaction" contain biographical information and compensation information for the executive officers. Such information is incorporated by reference in this Item 5.02.