Current Report Filing (8-k)
June 13 2014 - 4:58PM
Edgar (US Regulatory)
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) |
June 13, 2014 |
PACIFIC
ETHANOL, INC. |
(Exact name of registrant as specified in its charter) |
Delaware
(State or other jurisdiction
of incorporation) |
000-21467
(Commission File Number) |
41-2170618
(IRS Employer
Identification No.) |
|
400 Capitol Mall, Suite 2060
Sacramento,
California |
95814 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: |
(916) 403-2123 |
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(Former name or former address, if changed since last report) |
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
Pacific Ethanol,
Inc. 2014 Short-Term Incentive Plan
On June 13, 2014, the
compensation committee of the board of directors of Pacific Ethanol, Inc. (the “Company”) adopted a 2014 short-term
incentive plan (the “Company Plan”) applicable to the Company’s Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, General Counsel, Vice President of Corporate Development and other officer, director and manager-level
personnel. The purpose of the Company Plan is to motivate and reward eligible personnel for their contributions to the Company
in achieving its financial performance and other goals.
The aggregate amount
available for distribution under the Company Plan will be determined by the Company’s compensation committee. Amounts paid
under the Company Plan will be based on Company financial performance, and achievement against departmental and individual goals
and objectives. Company financial performance will be measured by the Company’s 2014 earnings before interest, taxes, debt
extinguishments, fair value adjustments, warrant inducements and depreciation and amortization (“Adjusted EBITDA”).
The foregoing summary
does not purport to be complete and is qualified in its entirety by reference to a description of the Company Plan included as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.
Kinergy 2014 Short-Term
Incentive Plan
On June 13, 2014, the
compensation committee of the board of directors of the Company adopted a 2014 short-term incentive plan (the “Kinergy Plan”)
for Kinergy Marketing LLC (“Kinergy”), a wholly-owned subsidiary of the Company. The Kinergy Plan is applicable to
the Company’s Vice President of Ethanol Supply and Trading. The purpose of the Kinergy Plan is to motivate and rewardthe
Company’s Vice President of Ethanol Supply and Trading for contributions to Kinergy in achieving its financial performance
and other goals.
The aggregate amount
available for distribution under the Kinergy Plan will be determined by the Company’s compensation committee. Amounts paid
under the Kinergy Plan will be based on Kinergy’s financial performance, overall Company financial performance and achievement
against individual goals and objectives. Kinergy’s financial performance goal will be measured by Kinergy’s adjusted
net income and Company financial performance will be measured by the Company’s 2014 Adjusted EBITDA.
The foregoing summary
does not purport to be complete and is qualified in its entirety by reference to a description of the Kinergy Plan included as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by this reference.
Item 9.01. Financial
Statements and Exhibits.
(d) | Exhibits. | |
| | |
| Number | Description |
| | |
| 10.1 | Pacific Ethanol, Inc. 2014 Short-Term Incentive Plan Description |
| 10.2 | Kinergy Marketing LLC 2014 Short-Term Incentive Plan Description |
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.
Date: June 13, 2014 |
PACIFIC ETHANOL, INC. |
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By: |
/s/ CHRISTOPHER W. WRIGHT |
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Christopher W. Wright Vice President, General Counsel and
Secretary |
EXHIBITS FILED
WITH THIS REPORT
Number |
Description |
10.1 |
Pacific Ethanol, Inc. 2014 Short-Term Incentive Plan Description |
10.2 |
Kinergy Marketing LLC 2014 Short-Term Incentive Plan Description |
Exhibit 10.1
Pacific Ethanol, Inc.
2014 Short-Term Incentive Plan (“Plan”) Description
| · | Effective Date: The Plan was adopted by the compensation committee (the “Compensation Committee”)
of the board of directors of Pacific Ethanol, Inc. (the “Company”) on June 13, 2014. |
| · | Participants: The Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating
Officer, General Counsel and Vice President of Corporate Development (“Executive Officers”), and other officer, director
and manager-level personnel will be eligible to participate in the Plan. |
| · | Aggregate Plan Pool: The dollar amount of the aggregate Plan pool will be established by the Compensation
Committee. |
| · | Awards: Awards under the Plan for Executive Officers will be determined by the Compensation Committee.
Awards under the Plan for other officer, director and manager-level personnel will be determined by the Company’s executive
committee, within the limits of the Plan pool approved by the Compensation Committee. |
| · | Individual Targets: The Plan payout targets for Executive Officers will be determined by the Compensation
Committee. The Plan payout targets for other officer, director and manager-level personnel will be set as a percentage of a participant’s
base salary in accordance with compensation policies established by the Company’s executive committee or a participant’s
employment agreement with the Company. |
| · | Award Components: Awards under the Plan will be based on three elements: financial performance, departmental
performance and individual performance. Company financial performance will be an element in all participants’ awards. One
or both of the departmental performance and individual performance elements will also apply. Each element will be assigned a weighting
based upon a participant’s role in the Company. |
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o |
The financial performance element will be based on an earnings before interest, taxes, debt extinguishments, fair value
adjustments, warrant inducements and depreciation and amortization (“Adjusted EBITDA”) goal established by
the Compensation Committee. The financial performance element is non-discretionary and will be funded at a rate of 0% to 175%
of the participant’s targeted payout amount for the element based on the level of actual Adjusted EBITDA compared to
the Adjusted EBITDA goal. |
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o |
The departmental performance element will be based on quantitative criteria and subjective elements established by
the Company’s executive committee. The extent to which a department will be deemed to have achieved its
performance goals will be determined by the Company’s executive committee in consultation with the Compensation
Committee. The departmental element is discretionary and will be funded at a rate of 0% to 100% of the participant’s
targeted payout amount for the element. |
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The individual performance element will
be based on individual participant goals based on quantitative criteria and subjective elements established by each participant’s
supervisor, in consultation with the Company’s executive committee. The extent to which a participant will be deemed to have
achieved his or her individual performance goals will be determined by the Company’s executive committee in consultation
with the participant’s supervisor; provided, however, that the extent to which a participant who is an Executive Officer
will be deemed to have achieved his or her individual performance goals will be recommended by the Company’s Chief Executive
Officer but ultimately determined by the Compensation Committee. The individual performance element is discretionary and will be
funded at a rate of 0% to 100% of the participant’s targeted payout amount for the element.
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Exhibit 10.2
Kinergy Marketing LLC
(“Kinergy”) 2014 Short-Term Incentive Plan (“Plan”) Description
| · | Effective Date: The Plan was adopted by the compensation committee (the “Compensation Committee”)
of the board of directors of Pacific Ethanol, Inc. (the “Company”) on June 13, 2014. |
| · | Participant: the Company’s Vice President of Ethanol Supply and Trading. |
| · | Aggregate Plan Pool: The dollar amount of the aggregate Plan pool will be established by the Compensation
Committee. |
| · | Awards: Awards under the Plan will be recommended by the Company’s executive committee, subject
to approval by the Compensation Committee. |
| · | Award Components: Awards under the Plan will be based on three elements: Kinergy financial performance,
overall Company financial performance and individual performance, each of which will be assigned a weighting. The awards based
on each of the three elements will be capped so that the aggregate award conforms to the Plan pool established by the Compensation
Committee. |
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o |
The Kinergy financial performance element will be based on an adjusted net income goal established by the Compensation
Committee. The financial performance element is non-discretionary and funded on a sliding scale percentage of Kinergy’s adjusted
net income, subject to a cap. |
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o |
The overall Company financial performance element will be based on an earnings before interest, taxes, debt extinguishments,
fair value adjustments, warrant inducements and depreciation and amortization (“Adjusted EBITDA”) goal established
by the Compensation Committee. The overall Company financial performance element is non-discretionary and will be funded at a rate
of 0% to 175% of a targeted payout amount based on the level of actual Adjusted EBITDA compared to the Adjusted EBITDA goal, subject
to a cap. |
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o |
The individual performance element will
be based on quantitative criteria and subjective elements established by the Company’s Chief Executive Officer in consultation
with the Company’s executive committee and the participant. The extent to which the participant will be deemed to have achieved
his individual performance goals will be determined by the Company’s Chief Executive Officer, subject to approval by the
Compensation Committee. The individual performance element is discretionary and will be funded at a rate of 0% to 100% of a targeted
payout amount, subject to a cap.
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