Current Report Filing (8-k)
May 24 2018 - 4:56PM
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):
May 18, 2018
PCM,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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000-25790
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95-4518700
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(State
or Other Jurisdiction of
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(Commission
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(I.R.S.
Employer
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Incorporation
or Organization)
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File
Number)
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Identification
No.)
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1940
E. Mariposa Ave.
El
Segundo, California 90245
(Address
of Principal Executive Offices) (Zip Code)
(310)
354-5600
(Registrant’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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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On
May 18, 2018, the Board of Directors and Compensation Committee of PCM, Inc. (the “Company”) adopted and approved
the Company’s 2018 Executive Incentive Plan (“2018 EIP”), effective for the 2018 fiscal year. The 2018 EIP is
similar to the prior year’s incentive plan, with certain changes that are designed to use the Company’s adjusted earnings
per share (“Adjusted EPS”) rather than adjusted EBITDA as the quantitative target component for determining the attainment
of the plan’s performance objectives. The Committee also modified the mimimum quantitative performance threshold for awards
under plan and the threshold for achieving the maximum cash incentive. A summary of the 2018 Executive Incentive Plan is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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(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.
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PCM,
INC.
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(Registrant)
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Date:
May 24, 2018
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By:
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/s/
Brandon H. LaVerne
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Brandon
H. LaVerne
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Chief
Financial Officer
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PCM (NASDAQ:PCMI)
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