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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(b), (c) and (e) On June 1, 2017, Patterson Companies, Inc. (the Company) announced that Scott P. Anderson has stepped down as the
Companys President, Chief Executive Officer and Chairman of the Board, effective immediately, and that James W. Wiltz, a current director and the Companys former Chief Executive Officer, has been appointed by the Companys Board of
Directors (the Board) to serve as the Companys Interim President and Chief Executive Officer while the Company conducts a search for a successor. The Board has formed a search committee to implement an immediate search.
Mr. Anderson will continue to serve as a director of the Company until the 2017 Annual Meeting of Shareholders, but he will not stand for re-election.
Mr. Wiltz, age 72, served as our President and Chief Executive Officer from May 2005 until April 2010. Mr. Wiltz served as our President and
Chief Operating Officer from April 2003 through May 2005. He began working with us in September 1969. From 1996 to 2003, Mr. Wiltz served as President of our subsidiary, Patterson Dental Supply, Inc. Since January 2010, Mr. Wiltz has
served as a director of HealthEast Care System, a non-profit healthcare provider, and on its finance committee. He has been one of our directors since March 2001. Mr. Wiltz will continue as a member of the Board during the term of his service
as Interim President and Chief Executive Officer. There are no familial relationships between Mr. Wiltz and any other director or executive officer of the Company. There are no transactions in which Mr. Wiltz has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
In connection with the transition, Mr. Anderson and the Company entered into a Transition
Agreement, dated June 1, 2017, which is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated by reference herein. Under the terms of the agreement, Mr. Anderson will serve in a non-officer Special Advisor capacity
through July 1, 2019 during which period he has agreed to be available to the Company to advise on certain matters at its sole request. Upon July 1, 2019, Mr. Anderson will retire from the Company (the Retirement Date).
The period between June 1, 2017 and the Retirement Date or Mr. Andersons earlier termination date is the Transition Period. Mr. Anderson will remain subject to termination for cause during the Transition Period.
Mr. Anderson has also agreed to certain non-compete and non-solicit provisions described below.
During the Transition Period, conditioned upon
Mr. Andersons continued employment during that time, he will (a) continue to be paid his current annualized salary of $820,000, (b) not be eligible for any bonuses or further equity awards, (c) continue to vest in his
existing equity awards, and (d) remain eligible to participate in the Companys Capital Accumulation Plan and the Companys other employee benefit plans, subject to plan terms. Upon signing a separation and release agreement at the
end of the Transition Period, unless he has been terminated for cause, Mr. Anderson will receive a severance payment of $1,100,000 (the Severance Payment), which amount will be paid in installments over the course of the
non-competition provision described below. If Mr. Anderson breaches any provision of the Transition Agreement or his employment is terminated by the Company prior to the Retirement Date with cause, payment obligations to Mr. Anderson cease
and he would be obligated to repay to the Company all moneys paid to him to which he would not otherwise be entitled absent the Transition Agreement. Among the commitments entered into in the Transition Agreement, Mr. Anderson has agreed to
post-employment non-compete and non-solicitation provisions through June 30, 2020, as well as a non-disclosure provision. If Mr. Anderson is terminated for cause prior to the Retirement Date, he has acknowledged and agreed that, despite
being ineligible to receive the Severance Payment, he will nevertheless remain bound by these and his other commitments contained in the Transition Agreement.
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As a consequence of assuming the role of Interim Chief Executive Officer, Mr. Wiltz will receive a monthly
base salary of $80,000. He will be eligible to participate in the Companys employee benefit plans, subject to plan terms. He will also be eligible for a discretionary bonus in cash or equity at the end of his interim service.