Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers
Appointment of New Director
On August 1, 2017, the Board of Directors (the “
Board
”) of the Company appointed Jeff Anderson to serve as a director the Board with a term expiring at the Company’s 2018 annual meeting of shareholders. Pursuant to the Company’s standard board compensation policy for directors and in consideration for his partial year of service, Mr. Anderson will receive (a) a cash retainer of $2,375, and (b) a nonqualified stock option to purchase 39,583 shares of the Company’s common stock, to vest and become exercisable in full on January 3, 2018, subject to Mr. Anderson’s continued service with the Company as of such date.
Mr. Anderson has over 30 years of consumer product experience, of which 20 years was as a CEO and business owner. Mr. Anderson currently works as a board member and Senior VP to Harbor Wholesale, a Pacific Northwest Distribution company.
There is no arrangement or understanding with any person pursuant to which Mr. Anderson was appointed as a director, and there are no family relationships between Mr. Anderson and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Anderson and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the Company’s press release related to the matter described above is attached as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference.
Board Committee Assignments
On August 1, the Board appointed directors to the following Board committees:
Audit Committee
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Susan A. Schreter, Chair
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Richard V. Cautero
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Jeff Anderson
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Compensation and Governance Committee
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Michael M. Fleming, Chair
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Jeff Anderson
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Susan A. Schreter
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Nominating Committee
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Matthew K. Kellogg, Chair
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Michael M. Fleming
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Richard V. Cautero
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Director Compensation Arrangements
On August 1, 2017, the Board approved the amended compensation plan for directors of the Company (“
Amended Plan
”) that were recommended by the Compensation and Governance Committee (the “
Committee
”), to become effective as of January 1, 2018.
The Amended Plan includes the following key modifications:
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increasing the amount of the annual retainer for Board service from $3,000 to $5,500 and making such amount payable either in cash or in restricted stock units, at the option of the recipient;
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replacing the annual grant of a nonqualified stock option to purchase 50,000 shares of Company common stock with a grant of $15,000 of restricted stock units, ;
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instituting a policy which awards new members of the Board pro-rata board compensation based on the date such new Board member is appointed to the Board, provided that a grant to any member serving less than six months would require the approval of the Compensation Committee;
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extending the exercise period of any Company stock options for members of the Board who have served as a director of the Company for at least three years from three months following their date of termination of service to one year following the their date of termination of service; and
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revising the Company’s Insider Trading Compliance Program (the “Policy”) to prohibit Insiders (as defined in the Policy) from trading in the Company’s securities until the later of either (i) 90 calendar days, or (ii) the date when such Insider no longer possesses material nonpublic information as determined by the Committee and the Company’s Insider Trading Compliance Officer (as defined in the Policy).
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The Amended Plan is filed as Exhibit 10.01 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary is qualified in its entirety by the terms of the actual Amended Plan.