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): March 12, 2019

MOHAWK INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

160 South Industrial Blvd.

Calhoun, Georgia 30701

(Address of principal executive offices) (Zip Code)

(706) 629-7721

(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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 March 12, 2019, Mohawk Industries, Inc. (the “Company”) announced the appointment of Glenn Landau as Chief Financial Officer and EVP, effective April 1, 2019. As previously announced, Frank Boykin will retire as Chief Financial Officer of the Company on March 31, 2019 and will continue to assist with the transition through March 31, 2020.

Mr. Landau, 50, most recently was the Senior Vice President & Chief Financial Officer of International Paper Company (“IP”), a position to which he was appointed in February 2017. Prior to becoming CFO, he was President of International Paper Latin America from 2013 until his appointment as CFO, with overall responsibility for IP’s paper and packaging businesses in Brazil as well as the strategic direction for the Latin American market. In connection with Mr. Landau’s appointment, the Compensation Committee of the Board of Directors of the Company approved an annualized base salary of $775,000 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 3,756 time-vesting restricted stock units (“RSUs”) and a retention equity award of 7,512 RSUs. Half of the sign-on equity award will vest on the second anniversary of the date of grant, half of the sign-on equity award will vest on the third anniversary of the date of grant and the retention equity award will vest on the fifth anniversary of the date of grant, subject to continued employment.

Item 7.01. Regulation FD Disclosure

On March 12, 2019, the Company issued a press release announcing the hiring of Mr. Landau as discussed above. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

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.

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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.

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Exhibit 99.1

Date:    March 12, 2019

For Release:    Immediately

MOHAWK NAMES GLENN R. LANDAU

CHIEF FINANCIAL OFFICER

Calhoun, Georgia, March 12, 2019—Mohawk Industries, Inc. (NYSE: MHK) today announced the appointment of Glenn R. Landau as chief financial officer and executive vice president for the company, effective April 1, 2019, succeeding Frank H. Boykin, whose planned retirement was announced in November.

“Glenn Landau’s wealth of operational and financial experience, along with his background in international business, will further enhance efforts to achieve our performance targets and deliver profitable growth,” said Jeffrey S. Lorberbaum, Mohawk’s chairman and chief executive officer. “Glenn’s track record of success leading large global business segments brings valuable perspective and depth to his role as CFO, complements our team and will help accelerate improvements across the enterprise. Having held P&L responsibility in both domestic and international assignments, he understands how to drive results and create the best value for shareholders.”

Landau, 50, started his career with International Paper (IP) in 1991, beginning in engineering then moving into manufacturing. He had general management roles in the company’s packaging businesses in the U.S. and Europe before assuming strategic responsibility for IP’s forest resources, real estate and minerals sector in 2003. In 2007, Landau was named vice president and general manager of containerboard packaging and played a key role in the acquisition and integration of Weyerhaeuser’s packaging and recycling businesses. In 2011, he transitioned into a finance role, becoming IP’s vice president of investor relations. From 2013 to 2016, Landau was president of IP’s paper and packaging entity in Brazil, with full P&L responsibility for the segment and strategic direction for the Latin American market. Most recently, he was IP’s chief financial officer, where he led the company’s global finance function heading its capital allocation process and steering its value creation initiatives, while leading a team of more than 2,500 finance and IT professionals around the globe.

“I’m pleased to join a dynamic organization like Mohawk,” said Landau. “I look forward to leading Mohawk’s highly regarded finance team and continuing the company’s growth into new markets and product categories.”

As previously announced, Frank Boykin will take a senior consultant role with the business and support the transition. “Over the past 25 years, Frank’s significant contributions helped grow Mohawk into the world’s largest flooring company,” said Lorberbaum. “He has built a talented financial team, and their continued good work will ensure that this transition runs smoothly.”

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, Durkan, Feltex, Godfrey Hirst, IVC, Karastan, Marazzi, Mohawk, Mohawk Group, Pergo, Quick-Step and Unilin. During the past decade, Mohawk has transformed its business from an American carpet manufacturer into the world’s largest flooring company with operations in Australia, Brazil, Canada, Europe, India, Malaysia, Mexico, New Zealand, Russia and the United States.

Certain of the statements in the immediately preceding paragraphs, particularly anticipating future performance, business prospects, growth and operating strategies and similar matters and those that include the words “could,” “should,” “believes,” “anticipates,” “expects,” and “estimates,” or similar expressions constitute “forward-looking statements.” For those statements, Mohawk claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. There can be no assurance that the forward-looking statements will be accurate because they are based on many assumptions, which involve risks and uncertainties. The following important factors could cause future results to differ: changes in economic or industry conditions; competition; inflation and deflation in raw material prices and other input costs; inflation and deflation in consumer markets; energy costs and supply; timing and level of capital expenditures; timing and implementation of price increases for the Company’s products; impairment charges; integration of acquisitions; international operations; introduction of new products; rationalization of operations; taxes and tax reform, product and other claims; litigation; and other risks identified in Mohawk’s SEC reports and public announcements.