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): January 25, 2016
Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
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001-33816 |
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26-0287117 |
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of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 14624 N. Scottsdale Road, Suite #300, Scottsdale, Arizona |
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85254 |
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(Zip Code) |
Registrant’s telephone number, including area code: (602) 903-7802
Not Applicable
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
On January 25, 2016, Nuverra Environmental Solutions, Inc. (the “Company”) and Mark D. Johnsrud, the
Company’s Chairman and Chief Executive Officer, entered into the First Amendment (the “Amendment”) to Executive Employment Agreement, dated November 30, 2012, between the Company and Mr. Johnsrud. The Amendment has an
effective date of January 1, 2016. The Amendment (i) reduces Mr. Johnsrud’s annual base salary from $700,000 to $1.00 for calendar year 2016, (ii) states that the Company will provide to Mr. Johnsrud the employee-paid
portion of the Company-provided health plan as a taxable benefit, and (iii) clarifies that the level of base salary to be used for purposes of calculating severance payments in connection with specified voluntary resignation for good reason or
corporate change of control events will be based upon $700,000. The reduction in Mr. Johnsrud’s annual base salary is completely voluntary and may be increased at any time by the Compensation Committee in its sole discretion or by
Mr. Johnsrud to an amount not exceeding $700,000 per annum upon giving at least thirty (30) days advance written notice to the Compensation Committee.
The foregoing description of the Amendment is only a summary and does not purport to be a complete description of the terms
and condition under the Amendment, and such description is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit Number |
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Description |
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| 10.1 |
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First Amendment to Executive Employment Agreement, dated January 25, 2016, between the Company and Mr. Johnsrud |
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.
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NUVERRA ENVIRONMENTAL SOLUTIONS, INC. |
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| Date: January 25, 2016 |
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By: |
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/s/ Joseph M. Crabb |
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Name: Joseph M. Crabb |
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Title: Executive Vice President and Chief Legal Officer |
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| Exhibit Number |
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Description |
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| 10.1 |
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First Amendment to Executive Employment Agreement, dated January 25, 2016, between the Company and Mr. Johnsrud |
Exhibit 10.1
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement is effective as of January 1, 2016, by and between Nuverra
Environmental Solutions, Inc. (f/k/a Heckmann Corporation) (the “Company”) and Mark D. Johnsrud (the “Executive”) and hereby amends the Executive Employment Agreement, dated November 30, 2012, by and between
the Company and the Executive (the “Agreement”).
WHEREAS, since the effective date of the Agreement, the
Executive has determined and the Company and the Executive have mutually agreed that Executive’s base annual salary should be reduced;
NOW, THEREFORE, in consideration of the parties’ desire to maintain the employment relationship, and pursuant to
Section 12.1 of the Agreement, the parties hereto agree as follows:
1. Section 3 of the Agreement is hereby amended by replacing the terms and
language of Section 3 in their entirety with, “Effective January 1, 2016 and continuing through December 31, 2016, the Company shall pay Executive a base salary in cash at the rate of $1.00 per annum, receipt of which is hereby
acknowledged by the Executive. Notwithstanding the foregoing, (i) during the Term, Executive’s base salary shall be periodically reviewed by the Compensation Committee of the Board, and the Compensation Committee may, in its sole and
absolute discretion, increase Executive’s base salary at any time; (ii) upon at least thirty (30) days advance written notice from the Executive to the Compensation Committee requesting an increased base salary in a specified amount,
the Company shall prospectively increase Executive’s base salary to an amount requested by Executive not to exceed $700,000 per annum; and (iii) unless otherwise mutually agreed in writing by the Company and the Executive, beginning on
January 1, 2017, Executive’s annual base salary shall be $700,000 per annum.”
2. Section 6 of the Agreement is hereby amended by adding the following
sentence at the end thereof: “While Executive’s base salary is $1.00 per annum, the Company shall provide to Executive the employee-paid portion of Company-provided health plan coverage as a taxable benefit to Executive.”
3. Section 7.1(b)(i) of the Agreement is hereby amended by striking
“Executive’s highest annual rate of base salary over the most recent twelve (12) months” and replacing such stricken language with “$700,000.”
3. Section 8.2(a)(i) of the Agreement is hereby amended by striking
“two and nine-tenths (2.9) times Executive’s annual base salary as in effect at the time of termination or immediately prior to the occurrence of the Change of Control, whichever is greater” and replacing such stricken language
with “$2,030,000.”
4. No other provisions of the Agreement are
amended, and all other provisions remain in full force and effect.
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IN WITNESS WHEREOF, the Company has caused this First Amendment to Employment
Agreement to be executed on its behalf by its duly authorized officer, and the Executive has executed this First Amendment to Employment Agreement as of the date first written above, but on the actual dates below.
Executive
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| /s/ Mark D. Johnsrud |
| Mark D. Johnsrud |
Date: January 25, 2016
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| Nuverra Environmental Solutions, Inc. |
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| By: |
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/s/ Joseph M. Crabb |
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Joseph M. Crabb, |
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Executive Vice President, Chief Legal Officer
and Corporate Secretary |
Date: January 25, 2016
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