Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Resignation of Chief Financial Officer
On
April 3, 2017, David A. Henry resigned from the offices of Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective April 4, 2017. Mr. Henry has agreed to remain an employee of the Company and assist
with the transition of his responsibilities and other related matters until June 30, 2017, during which period the Company has agreed to pay him his current base compensation and provide standard employee benefits.
Appointment of New Chief Financial Officer
On
April 3, 2017, the Board appointed John W. Kosiba, Jr., 44, as Senior Vice President, Chief Financial Officer and principal accounting officer, effective April 4, 2017. Mr. Kosiba joined the Company as Managing Director, Finance
Operations, in June 2010. He then served as Vice President, Finance Operations, from September 2011 to May 2013. Mr. Kosiba has served most recently as Senior Vice President, Gridtec Solutions and Finance Operations, where he has been
responsible for (i) overseeing finance and accounting operations, budgeting, strategic planning and financial planning and analysis for the Company, and (ii) managing the day-to-day business operations of the Companys Gridtec
Solutions business segment.
From January 2008 until June 2010, Mr. Kosiba served as Division Director and Controller of Amphenol Aerospace, a
Division of Amphenol Corporation and a manufacturer of interconnect products for the military, commercial aerospace and industrial markets. In this role, Mr. Kosiba was responsible for overseeing finance, accounting, budgeting, audit and all
aspects of financial planning and analysis for the division.
Mr. Kosiba holds a Bachelor of Science degree in accounting from the University of
Rhode Island and a Masters of Business Administration from Boston Universitys Questrom School of Business.
Mr. Kosiba is currently a party to
an Executive Severance Agreement, dated as of January 13, 2012 (the
Kosiba Agreement
), the terms of which are substantively similar to the Executive Severance Agreements in place between the Company and its other executive
officers, and summarized under the heading Employment Agreements and Severance Agreements with Executive Officers in the Companys proxy statement filed with the U.S. Securities and Exchange Commission on June 17, 2016. Under
the Kosiba Agreement, Mr. Kosiba is eligible to receive severance upon termination of his employment (a) by the Company without cause (other than due to death or disability) in the absence of a change in control, (b) by the Company
without cause (other than due to death or disability) or by Mr. Kosiba for good reason within twelve (12) months following a change in control (a
CIC Termination
), or (c) by the Company without cause (other than due
to death or disability) more than twelve (12) months following a change in control. In the event of any such termination, Mr. Kosiba is entitled to receive severance equal to six (6) months of his current base salary (and, in the
event of CIC Termination, prorated bonus for the year of termination), less all applicable taxes and withholdings, and certain other benefits in exchange for his execution of a release of claims. The foregoing description of the terms of the Kosiba
Agreement is qualified in its entirety by reference to the full text of the Kosiba Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Compensation Committee of the Board has not yet determined the changes, if any, to Mr. Kosibas base compensation, bonus opportunity and other
executive benefits as a result of his promotion to Senior Vice President and Chief Financial Officer.
2
Change of Executives Responsibilities
On April 3, 2017, the Board appointed James
F. Maguire, formerly Executive Vice President, Operations of the Company, as Executive Vice President, Technology, of the Company, effective April 4, 2017. In this new role, Mr. Maguire will continue to manage the Companys strategic
marketing and U.S. engineering functions, and will now be responsible for identifying and developing new technologies and products for the Company. The Company does not expect that there will be any change to Mr. Maguires base
compensation, bonus opportunity and other executive benefits in the fiscal year ending March 31, 2018.
Forward-Looking Statements
Statements in this report that are not strictly historical in nature constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the Companys expectations regarding the amount of annualized costs savings due to the workforce reduction and when such savings
will be fully realized; the amount of restructuring cash and non-cash charges associated with the workforce reduction; changes in compensation of employees; and other statements containing the words believes, anticipates,
plans, expects, will and similar expressions. Such forward-looking statements represent managements current expectations and are inherently uncertain. Actual results may differ materially from what
management currently expects because of many risks and uncertainties, including: risks related to the Company not being able to realize the variable costs savings and annualized costs savings; and risks related to the Company not being able to fully
realize the cost savings when it expects. These and the important factors discussed in the Risk Factors section of the Companys most recent quarterly or annual report filed with the SEC, among others, could cause actual results to
differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. In addition, any forward-looking statements included in this report represent the Companys expectations
as of the date of this report. While the Company anticipates that subsequent events and developments may cause the Companys views to change, the Company specifically disclaims any obligation to update these forward-looking statements. These
forward-looking statements should not be relied upon as representing the Companys views as of any date subsequent to the date of this report.