Current Report Filing (8-k)
March 05 2018 - 4:47PM
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): March 5, 2018
BOJANGLES, INC.
(Exact Name of Issuer as Specified in Charter)
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Delaware
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001-37374
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45-2988924
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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9432 Southern Pine Boulevard,
Charlotte, NC 28273
(Address of Principal Executive Offices)
(704)
527-2675
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form
8-K
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).
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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The Bojangles, Inc. (the Company) Board of Directors (the Board) has announced that, on March 5, 2018, James R. Kibler, a
director and former Chief Executive Officer of the Company, was named Interim President and Interim Chief Executive Officer, replacing Clifton Rutledge. Mr. Rutledge has stepped down as a member of the Companys Board effective
immediately.
In connection with Mr. Rutledges departure, the Company has entered into a Separation and Release Agreement with
Mr. Rutledge (the Release Agreement), pursuant to which Mr. Rutledge has granted a general release in favor of the Company as a condition of receiving the payments and other benefits specified in the Release Agreement. If not
revoked by Mr. Rutledge within seven days pursuant to his statutory right to do so unilaterally, the Release Agreement will be effective on March 13, 2018. The payments and other benefits specified in the Release Agreement are in lieu of any
payments or benefits to which Mr. Rutledge may be entitled under his employment agreement or any other Company severance agreement.
Under the terms
of the Release Agreement, Mr. Rutledge will receive a salary continuation of 18 months, cash out of any accrued but unused vacation and personal days, and waiver of COBRA premiums for the 12 months following the conclusion of his employment.
The Release Agreement further provides that Mr. Rutledge will receive an additional 12 months of service credit for purposes of determining the vested status of his outstanding equity awards and that any vested stock options held by
Mr. Rutledge (including those vesting as a result of the additional service credit described above) will remain exercisable for one year following the conclusion of his employment. The Release Agreement also provides that the Company will
reimburse up to $8,000 of Mr. Rutledges legal fees incurred in connection with the negotiation of the Release Agreement.
In respect of
Mr. Kiblers service as Interim President and Interim Chief Executive Officer, he and the Company entered into a letter agreement (the Letter Agreement) concerning compensation. The Letter Agreement was approved by the Board
and the Compensation Committee of the Board. Mr. Kiblers annual base salary payable under the Letter Agreement for his service as Interim President and Interim Chief Executive Officer is $600,000. As Interim President and Interim Chief
Executive Officer, absent a subsequent decision by the Board, Mr. Kibler will not be eligible to receive an annual bonus, to participate in any of the Companys cash or equity incentive programs or to receive severance pay upon cessation
of his service.
The foregoing descriptions of the Release Agreement and the Letter Agreement do not purport to be complete and are each qualified in
their entirety by the terms and conditions of the Release Agreement and Letter Agreement, as applicable, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
Item 7.01
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Regulation FD Information.
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On March 5, 2018, the Company issued a press release relating to the
management changes described in this Form
8-K.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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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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Bojangles, Inc.
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March 5, 2018
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By:
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/s/ M. John Jordan
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M. John Jordan
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Senior Vice President of Finance,
Chief Financial Officer and Treasurer
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