Current Report Filing (8-k)
August 17 2017 - 5:05PM
Edgar (US Regulatory)
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): August 11, 2017
Patriot National, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-36804
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46-4151376
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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401 East Las Olas Boulevard, Suite 1650
Fort Lauderdale, Florida
(Address of Principal Executive Offices)
(954)
670-2900
(Registrants Telephone Number, Including Area Code)
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 obligation of the registrant under any of the following provisions:
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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))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§240.12b-2 of
this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Departure of Thomas Shields as Executive Vice President and Chief Financial Officer
On August 11, 2017, Thomas Shields, the Executive Vice President and Chief Financial Officer of Patriot National, Inc. (the
Company) agreed to resign from the Company effective September 15, 2017 (the Effective Date) to pursue other opportunities. On August 11, 2017, Thomas Shields and the Company entered into a Confidential Separation
Agreement and General Release (the Separation Agreement), effective on the Effective Date, that specifies the terms of, and the benefits he is eligible to receive in connection with, Mr. Shields departure from the Company.
Subject to his compliance with the terms and conditions of the Separation Agreement, Mr. Shields will receive (i) a total of $920,000, of which $370,000 shall be paid on the Effective Date with the remaining to be paid over six monthly
installments beginning October 15, 2017, which payments shall accelerate upon a change of control, (ii) 23,529 restricted shares of the Companys common stock pursuant to the vesting schedule established in his employment agreement as if
his employment had not been terminated or, alternatively, the cash equivalent of such shares on September 15, 2017, and (iii) continuation of group health plan coverage until the earlier of September 15, 2019 or the time he obtains
group health plan coverage with a new employer.
In order to provide a smooth transition of leadership, Mr. Shields shall serve as a
consultant to his successor as the Companys Chief Financial Officer until March 15, 2018, and shall receive a lump sum of $35,000 for any month in which he provides consulting work.
Under the Separation Agreement, Mr. Shields provided a general waiver and release of claims against the Company and is subject to certain
cooperation and restrictive covenants, including confidentiality,
non-disparagement,
non-solicitation,
and
non-competition.
The
foregoing description is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated
herein by reference.
ITEM 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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10.1
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Confidential Separation Agreement and General Release, dated as of August 11, 2017, by and between Patriot National, Inc. and Thomas Shields
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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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PATRIOT NATIONAL, INC.
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By:
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/s/ Beth Crews
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Name:
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Beth Crews
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Title:
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VP & Deputy General Counsel
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Date: August 17, 2017