Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 6, 2024

MOHAWK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Delaware	01-13697	52-1604305
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

160 S. Industrial Blvd., Calhoun, Georgia		30701
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (706) 629-7721

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 communication pursuant to Rule 425 under 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 (CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (CFR 240.17R 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	MHK	New 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 ☐

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 November 6, 2024, Mohawk Industries, Inc. (the “Company”) announced that, effective February 1, 2025, Christopher Wellborn will retire from his role as the Company’s President and Chief Operating Officer and will continue in a senior advisory role after February 1, 2025 to ensure a successful transition of the business and its strategies. Mr. Wellborn will also remain on the Company’s Board of Directors (the “Board”), where he will assume the role of Vice Chair. Mr. Wellborn’s strong leadership and deep knowledge of the ceramics industry have been integral to the Company’s strategic growth over the last two decades. Mr. Wellborn joined the Board in 2002 following the Company’s acquisition of Dal-Tile Corporation, where he had served as Executive Vice President and Chief Financial Officer since 1997. Mr. Wellborn was appointed as the Company’s Chief Operating Officer in November 2005 and as its President and Chief Operating Officer in November 2009. Under Mr. Wellborn’s leadership, the Company has become the world’s largest producer of ceramic tile, with manufacturing in eight countries on three continents and sales in approximately 140 nations. As Vice Chair of the Board, Mr. Wellborn’s extensive knowledge of and experience with the Company and the international flooring industry will continue to enhance the Board’s strategic oversight and the creation of long-term sustainable growth.

The Company also announced that Paul De Cock will succeed Mr. Wellborn as the Company’s President and Chief Operating Officer, effective February 1, 2025. Mr. De Cock’s successful leadership of the Company’s Flooring North America segment since November 2018, combined with his nearly three decades of industry experience across various product categories and geographies with both the Company and Unilin Group, uniquely positions him to lead the Company in executing its strategic operational initiatives going forward. Prior to his promotion to President – Flooring North America, Mr. De Cock served as President – Flooring in the Company’s Flooring Rest of the World segment from 2008 to 2018 and as President – Unilin North America from 2006 to 2008. He served in various leadership roles within Unilin Group from 1997 until 2005, when the Company acquired Unilin Group. The Company believes that Mr. De Cock’s demonstrated leadership with the Company and expertise in all aspects of the flooring industry will enhance his contributions to the Company as President and Chief Operating Officer.

The Company also announced that Ken Walma will join the Company on November 11, 2024, and will succeed Mr. De Cock as President of the Company’s Flooring North America segment effective February 1, 2025. Mr. Walma has served as Group President – Air Movement & Heat Group at Madison Air, an HVAC and refrigeration manufacturer, since June 2023, and as Chief Executive Officer of Big Ass Fans, a portfolio company of Madison Air, since May 2022. Prior to joining Madison Air and Big Ass Fans, Mr. Walma served as Vice President and General Manager at Signify, an appliance and electronics manufacturer, from March 2020 until May 2022, and in various roles at Eaton from April 2007 until March 2020.

In connection with Mr. Wellborn’s senior advisory role, the Compensation Committee of the Board has approved an annualized base salary of approximately $312,000, effective February 1, 2025. In addition, Mr. Wellborn will remain eligible for the annual incentive awards and long-term incentive opportunities under the Company’s 2017 Incentive Plan. Mr. Wellborn will not participate in the Company’s Non-Employee Director Compensation Plan.

In connection with Mr. De Cock’s promotion, the Compensation Committee of the Board has approved an annualized base salary of $1.2 million and participation in the Company’s annual cash bonus and equity incentive plans on similar terms as our other senior executives, and a sign-on equity award of $2.0 million time-vesting restricted stock units. The sign-on equity award will vest on the fifth anniversary of the date of grant, subject to continued employment. The existing employment agreement dated December 29, 2018 by and between Mohawk Carpet, LLC and Mr. De Cock will terminate and have no further force and effect on February 1, 2025, concurrent with Mr. De Cock’s promotion to President and Chief Operating Officer of the Company.

Item 7.01 Regulation FD Disclosure.

On November 6, 2024, the Company issued a press release announcing the leadership change set forth in Item 5.02 above. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

This information, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated November 6, 2024.

104 Interactive Data File

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.

Mohawk Industries, Inc.

Date:

November 6, 2024

By:

/s/ R. David Patton

R. David Patton

Vice President - Business Strategy and General Counsel

NEWS RELEASE

Date: November 6, 2024

For Release: Immediately

Contact: Robert Webb, robert_webb@mohawkind.com

MOHAWK INDUSTRIES ANNOUNCES LEADERSHIP SUCCESSION

(Calhoun, Ga.) – Mohawk Industries, Inc. (NYSE: MHK) today announced the planned retirement of Chris Wellborn, President and Chief Operating Officer and the promotion of Paul De Cock to succeed Mr. Wellborn effective February 1, 2025. The Company also announced that Ken Walma is joining the organization and will succeed Mr. De Cock as President of the Flooring North America Segment on February 1, 2025, after acquiring comprehensive knowledge of the Company’s operations. Following his retirement, Mr. Wellborn will serve as Vice Chair of Mohawk’s Board of Directors and assist with these leadership transitions.

“A strong organization requires effective succession planning that blends institutional knowledge, industry insights and fresh perspectives,” said Jeff Lorberbaum, Mohawk’s Chair and CEO. “As we execute this planned succession, I am pleased Chris will remain on our Board, where we will benefit from his expertise in operations and acquisitions. Under Chris’ leadership, our ceramic business has grown to the largest in the world, with manufacturing across three continents and sales in 140 countries.”

“Paul has spent his entire career in the flooring industry in Europe and the U.S., and I have worked with him since 2005,” Lorberbaum continued. “He has led our Flooring North America business for the past six years, driving operational excellence and enhancing the customer experience. Prior to leading our Flooring North America Segment, Paul served as President of the Flooring division in our Flooring Rest of the World Segment and President of Unilin North America. He held various leadership roles within Unilin Group from 1997 until Mohawk acquired the business. Our business leaders across the enterprise know and respect Paul, so this will be a smooth transition.”

“As Paul takes on these new responsibilities, we are excited to welcome Ken Walma as the new President of our Flooring North America Segment,” said Lorberbaum. “Ken has successfully led multiple manufacturing organizations and consistently delivered profitable growth. He has served as Group President of Air Movement & Heat Group at Madison Air, and Vice President and General Manager at Signify as well as holding various leadership roles at Eaton Corporation and Lutron Electronics. His collaborative leadership style will enhance our strong executive team within Flooring North America. Paul, Chris, and I will support Ken’s transition into this new role.”

# # #

ABOUT MOHAWK INDUSTRIES

Mohawk Industries is the leading global flooring manufacturer that creates products to enhance residential and commercial spaces around the world. Mohawk’s vertically integrated manufacturing and distribution processes provide competitive advantages in the production of carpet, rugs, ceramic tile, laminate, wood, stone and vinyl flooring. Our industry leading innovation has yielded products and technologies that differentiate our brands in the marketplace and satisfy all remodeling and new construction requirements. Our brands are among the most recognized in the industry and include American Olean, Daltile, Eliane, Elizabeth, Feltex, Godfrey Hirst, Grupo Daltile, Karastan, Marazzi, Moduleo, Mohawk, Mohawk Group, Performance Accessories, Pergo, Quick-Step, Unilin and Vitromex. During the past two decades, Mohawk has transformed its business from an American carpet manufacturer into the world’s largest flooring company with operations in Australia, Brazil, Europe, Malaysia, Mexico, New Zealand, Russia and the United States.

Cover	Nov. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 06, 2024
Entity Registrant Name	MOHAWK INDUSTRIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	01-13697
Entity Tax Identification Number	52-1604305
Entity Address, Address Line One	160 S. Industrial Blvd.
Entity Address, City or Town	Calhoun
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30701
City Area Code	706
Local Phone Number	629-7721
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	MHK
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0000851968