Current Report Filing (8-k)
August 28 2017 - 1:27PM
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
22, 2017
SUNOPTA INC.
(Exact name
of registrant as specified in its charter)
Canada
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001-34198
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Not Applicable
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification
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incorporation)
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No.)
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2233 Argentia Road, Suite 401
Mississauga, Ontario,
L5N 2X7, Canada
(Address of Principal Executive Offices)
(905) 821-9669
(Registrant's telephone
number, including area code)
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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[ ]
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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).
Emerging growth company [ ]
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. [ ]
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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As previously reported, SunOpta Inc. (the Company) terminated
the employment of Mr. Edward Haft, the Companys Senior Vice President of
Healthy Fruit effective as of August 14, 2017. In connection with his
termination, the Company entered into a Separation Agreement and Full and Final
Release (the Separation Agreement) with Mr. Haft on August 22, 2017. Pursuant
to the Separation Agreement, Mr. Haft will be entitled to receive the following:
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Severance pay in the total gross amount of
$428,645.00 to be paid as a salary continuation over a 52- week period
beginning August 14, 2017;
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In the event of a payout of an annual bonus to
senior leadership team members pursuant to the Companys 2017 Short Term
Incentive Plan, a pro-rata portion of the annual bonus that Mr. Haft would
be entitled to receive pursuant to the Employment Agreement, dated July
29, 2015, between Mr. Haft and the Company, as amended on August 18, 2016
(the Employment Agreement);
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If Mr. Haft elects COBRA, the Company will pay
the employer portion and COBRA fees for medical and dental coverage for up
to 12 months; and
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The Company will provide Mr. Haft with
outplacement benefits for six months through an outplacement service
provider.
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The Company will apply standard tax and other applicable
withholdings to payments made to Mr. Haft. The Company also will pay Mr. Haft
accrued but unused vacation.
The Separation Agreement contains a release and waiver of
claims for the benefit of the Company, pursuant to which Mr. Haft agrees to
release the Company and certain other parties from any and all claims, charges,
causes of action and damages arising on or prior to his execution of the
Separation Agreement. Mr. Hafts right to receive the consideration and benefits
under the Separation Agreement is contingent upon Mr. Haft agreeing to (and not
revoking) the release of claims contained in the Separation Agreement.
In consideration for the payment and benefits provided under
the Separation Agreement, Mr. Haft agrees to continue to be bound by certain
non-interference, non-solicitation, confidentiality, assignment of intellectual
property, non-disparagement and cooperation provisions set forth in the
Employment Agreement.
Mr. Haft has the right to revoke the Separation Agreement by
giving written notice to the Company within fifteen (15) days after signing the
Separation Agreement. In the event of any such revocation, the Separation
Agreement will no longer be effective and Mr. Haft will not receive the payment
and benefits listed above.
The foregoing summary of the Separation Agreement is qualified
in its entirety by the full text of the Separation Agreement, a copy of which is
filed as Exhibit 10.1 hereto.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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The list of exhibits in the Exhibit
Index is incorporated herein by reference
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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SUNOPTA INC.
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By:
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/s/
Jill Barnett
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Jill Barnett
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Vice President and General Counsel
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Date:
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August 28, 2017
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