Current Report Filing (8-k)
April 13 2018 - 4:22PM
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):
April 9, 2018
SAEXPLORATION HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
|
001-35471
(Commission file number)
|
27-4867100
(IRS Employer Identification No.)
|
1160 Dairy Ashford Rd.,
Suite 160, Houston, Texas 77079
(Address of principal executive
offices) (Zip Code)
|
(281) 258-4400
(Company's telephone number, including
area code)
|
(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)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14(d)-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
|
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. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in Item 5.02 of
its Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2018, SAExploration Holdings, Inc.
(the “Company”) established a long-term incentive equity plan for employees entitled the SAExploration Holdings, Inc.
2018 Long-Term Incentive Plan (the “2018 Plan”).
Effective April 9, 2018 (the “Grant
Date”), initial awards of restricted stock units (the “Initial MIP Awards”) were made under the 2018 Plan to
the Company’s named executive officers as follows:
Name
|
|
Current Position
|
|
Total Number of
Stock Units
|
|
Jeff Hastings
|
|
Chief Executive Officer and Chairman of the Board
|
|
|
2,934,402
|
|
Brian Beatty
|
|
Chief Operating Officer
|
|
|
2,934,402
|
|
Brent Whiteley
|
|
Chief Financial Officer, General Counsel and Secretary
|
|
|
2,330,245
|
|
All Current Executive Officers as a Group
|
|
|
10,356,693
|
|
The Initial MIP Awards vest as follows:
(a) one-fourth on July 29, 2019, (b) one-fourth on January 29, 2020, and (c) one-half on January 29, 2021. Notwithstanding the
foregoing, all of an executive’s awards granted under the 2018 Plan will vest in full on the earliest to occur of (i) such
executive’s attaining the age of 64 years, (ii) a Change of Control, as defined in such executive’s employment agreement,
(iii) December 31, 2020, if such executive’s employment agreement is not renewed, and (iv) the termination of such executive’s
employment for any reason other than a termination for Cause, as defined in such executive’s employment agreement, or a termination
by such executive without Good Reason, as defined in such executive’s employment agreement. A form of the 2018 Long Term
Incentive Plan Initial MIP Award Restricted Stock Unit Notice and Agreement is being filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
SIGNATURE
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.
Date: April 12, 2018
SAExploration Holdings, Inc.
By:
|
/s/ Brent Whiteley
|
|
Name:
|
Brent Whiteley
|
|
Title:
|
Chief Financial Officer, General Counsel and Secretary
|
|
EXHIBIT INDEX
SAExploration (NASDAQ:SAEX)
Historical Stock Chart
From Aug 2024 to Sep 2024
SAExploration (NASDAQ:SAEX)
Historical Stock Chart
From Sep 2023 to Sep 2024