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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K/A
(Amendment
No. 1)
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CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date of
report (Date of earliest event reported):
March 13, 2020
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Horizon
Global Corporation
(Exact Name of
Registrant as Specified in its Charter)
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Delaware
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001-37427
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47-3574483
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_____________________
(State or Other
Jurisdiction
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_____________
(Commission
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______________
(IRS
Employer
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of
Incorporation)
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File Number)
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Identification
No.)
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47912
Halyard Drive, Suite 100, Plymouth, Michigan
_____________________
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48170
___________
(Zip
Code)
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(Address of principal
executive offices)
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Registrant’s telephone
number, including area code:
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(734)
656-3000
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Not
Applicable
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________________________________________
(Former name or
former address, if changed since last report)
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of
each class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common Stock, $0.01 par
value
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HZN
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New York Stock
Exchange
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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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth
company þ
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. þ
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The Board of
Directors (the “Board”) of Horizon Global Corporation (the
“Company”) appointed Dennis E. Richardville Chief Financial Officer
of the Company effective March 16, 2020.
The Company is
filing this Current Report on Form 8-K/A as Amendment No. 1 to its
Current Report on Form 8-K, originally filed with the Securities
and Exchange Commission on March 16, 2020 (“Original Form 8-K”), to
provide further information regarding the compensation for Mr.
Richardville in connection with his appointment as Chief Financial
Officer. Retroactive to March 16, 2020, Mr. Richardville will be
entitled to (i) receive his salary at an annual base rate of
$380,000, reduced by 20% effective March 30, 2020, which will
return to the levels set forth above at the discretion of the
Company’s Compensation Committee of the Board; (ii) be eligible to
receive an annual short-term cash incentive award based on the
performance of the Company, which is targeted at 70% of his base
salary for 2020; (iii) be eligible to receive an annual long-term
incentive award under the Company’s Amended and Restated 2015
Equity and Incentive Compensation Plan, which has a target value of
70% of his base salary for 2020; and (iv) be a Tier II participant
in the Company’s Executive Severance/Change of Control Policy. In
addition, Mr. Richardville will generally be eligible to
participate in all other employee benefit plans and compensation
programs that the Company maintains for its salaried employees and
executive officers.
This Amendment
No. 1 is being filed solely to provide this information regarding
material changes to Mr. Richardville’s compensation that was not
finalized as of the filing of the Original Form 8-K. All other
information set forth in the Original Form 8-K is otherwise
unchanged.
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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HORIZON GLOBAL
CORPORATION
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Date:
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April 2, 2020
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By:
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/s/ Jay Goldbaum
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Name:
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Jay Goldbaum
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Title:
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General Counsel and Chief
Compliance Officer
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