Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the resignation of the former President and Chief Executive
Officer from the Board of Directors (the "Board") of Ferro Corporation (the
"Company"), a vacancy was created on the Board in the class whose term expires
at the Company's 2015 Annual Meeting of Shareholders (the "2015 Class").
Accordingly, on January 22, 2013, the Board reduced the size of the Board from
ten to nine and additionally, in order to balance the class sizes, Timothy K.
Pistell, a current member of the Board and one of the four members of the class
of the Board whose term expires at the Company's 2014 Annual Meeting of
Shareholders (the "2014 Class"), resigned as a member of the 2014 Class and was
elected by the Board as a member of the 2015 Class to fill the vacancy.
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