Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
As previously announced, on May 4, 2022, Black Knight, Inc., a
Delaware corporation (“Black Knight”), entered into an Agreement
and Plan of Merger (as amended from time to time, the “Merger
Agreement”) with Intercontinental Exchange, Inc., a Delaware
corporation (“ICE”), and Sand Merger Sub Corporation, a Delaware
corporation and a wholly owned subsidiary of ICE. On December
19, 2022, Black Knight entered into a letter agreement with Anthony
M. Jabbour, the Executive Chairman of Black Knight’s Board of
Directors, memorializing certain compensatory actions in connection
with the merger contemplated by the Merger Agreement (the
“Merger”).
The preexisting terms of Mr. Jabbour’s existing employment
agreement, dated as of April 1, 2018 and amended as of May 16,
2022, provide that if Black Knight is sold during the term of the
agreement, Mr. Jabbour will be eligible to receive a discretionary
bonus in an amount determined by the Compensation Committee (the
“Committee”) of the Black Knight Board of Directors. As previously
disclosed in the registration statement filed by ICE with the U.S.
Securities and Exchange Commission (the “SEC”) on
Form S-4 containing a proxy statement/prospectus, as
amended, and the definitive proxy statement dated August 19, 2022
filed by Black Knight with the SEC (the “Proxy Statement”), which
Black Knight first mailed to its stockholders on or about August
19, 2022, the letter agreement provides that the amount of the
discretionary bonus that Mr. Jabbour is eligible to receive,
contingent upon the closing of the Merger, is $40,000,000 (the
“Discretionary Bonus”) and that, in connection with certain
tax-planning actions to mitigate the potential impact of Section
280G of the Internal Revenue Code on Mr. Jabbour and Black Knight,
such bonus will be paid to Mr. Jabbour no later than December 28,
2022. The letter agreement further provides that if Mr.
Jabbour is terminated by the Company for cause or Mr. Jabbour
resigns his employment without good reason, in each case prior to
consummation of the Merger, or if the Merger Agreement is
terminated without the consummation of the Merger, he will be
required to pay liquidated damages to Black Knight equal to the
value of the after-tax proceeds of the Discretionary Bonus that
would not have ultimately been paid absent the tax-planning actions
described above (plus any tax refund he receives in respect of such
payment), which amount will be deposited in an escrow account
established by Mr. Jabbour as security for the liquidated
damages.
In addition, on December 20, 2022, to further mitigate the
potential impact of Section 280G of the Internal Revenue Code on
the applicable executive and Black Knight, the Committee determined
that each of Messrs. Jabbour, Joseph M. Nackashi, Kirk T. Larsen
and Michael L. Gravelle will receive a 2022 annual cash incentive
award equal to 75.0% of his target incentive opportunity and that
the outstanding equity awards granted to Mr. Jabbour that would
otherwise vest in the first quarter of 2023 will accelerate and
vest, with such vesting or payment to occur no later than December
30, 2022.
The foregoing description of the letter agreement with Mr. Jabbour
does not purport to be complete and is qualified in its entirety by
reference to the full text of the letter agreement, which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits