Current Report Filing (8-k)
August 30 2021 - 9:54AM
Edgar (US Regulatory)
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2021-08-28
2021-08-28
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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 28, 2021
VIRTRA,
INC.
(Exact
name of Registrant as Specified in Its Charter)
Nevada
|
|
001-38420
|
|
93-1207631
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(State
or Other Jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
Incorporation)
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|
File
Number)
|
|
Identification
No.)
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7970
S. Kyrene Rd.
|
|
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Tempe,
AZ
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85284
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (480) 968-1488
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:
☐
|
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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value
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VTSI
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NASDAQ
Capital Market
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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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On
August 30, 2021, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of VirTra, Inc. (the
“Company”), relying upon third-party studies and recommendations, took several actions to bring the compensation of the Company’s
Chief Executive Officer (CEO) and Chief Operating Officer (COO) up to industry standards and provide meaningful incentive for future
performance. The Committee (1) approved grants of 224,133 and 168,090 performance-based restricted stock units pursuant to the Company’s
2017 Equity Incentive Plan (the “Plan”) to the Company’s CEO and COO, respectively; (2) approved grants of 14,057 and
10,543 restricted shares to the CEO and COO, respectively, based on the Company’s performance for the twelve months ended June
30, 2021; and (3) increased the annual base salaries effective August 15, 2021 to $349,860 and $251,140 for the CEO and COO, respectively.
While their salaries have been annually increased with Company-wide cost-of-living adjustments, this was the first comprehensive review
and adjustment undertaken since 2012.
Mr.
Ferris, age 49, joined the financial team of the Company as Director of Investor Relations in 1999. During his time in Investor Relations,
Joel was an integral part of the management team that turned around the Company. As part of this team, he played a key role in various
equity, bond and bank debt offerings. In 2001, he moved into operations as Director of Electrode Sales & Marketing, United States
and Canada. In 2003, he was promoted to Director of Electrode Marketing and Sales for the Americas and, in 2005, he was appointed Director
of Worldwide Marketing and Americas Sales. During this period, Joel was instrumental in the development of global sales and marketing
strategies and execution for the graphite electrodes business and a driving force in more than doubling sales to over $11 billion. In
2009, Joel was appointed Vice President, Global Marketing & Sales, Industrial Materials with responsibility for worldwide sales,
strategy and tactical planning. In 2011, Mr. Ferriswas promoted to President, Engineered Solutions and over the last three years he led
the segment to more than 20% annual sales growth rates through many successful new product introductions.
On
August 28, 2021, the Board of Directors of the Company authorized a new share repurchase program (the “Share Repurchase Program”)
to repurchase up to 3,235,326 shares of the Company’s common stock (representing 10% of the Company’s outstanding shares
of common stock on June 30, 2021). The term of the Share Repurchase Program VIRTRA, INC. announced today that Matt Burlend and Ferris,
both Managing Directors with First Reserve, will resign from Virtra’s board of directors effective August 30, 2021.
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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VIRTRA,
INC.
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Date:
August 30, 2021
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By:
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/s/
Robert D. Ferris
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Name:
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Robert
D. Ferris
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Title:
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Chief
Executive Officer
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