SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 29, 2018
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
110 North Carpenter Street
(Address of Principal Executive Offices)
(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 (see General Instruction A.2. below):
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Emerging growth company
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
In connection with Doug Goare’s retirement, the Compensation Committee (the “Committee”) of the Board of Directors of the Company waived the notice and service requirements applicable to the restricted stock units (“RSUs”) and stock options awarded to Mr. Goare in 2018. This waiver will permit Mr. Goare to continue to vest in these awards, subject to original vesting schedules and, for RSUs, applicable performance conditions. The Committee’s action did not result in the provision of any additional benefits or the acceleration of any awards. In addition, the Committee approved a cash payment in the amount of $183,000 for Mr. Goare. In exchange for the waiver and cash payment, the non-compete period following Mr. Goare’s retirement from the Company will be extended to twenty-four months from eighteen-months.
The Committee determined that the above-described compensation actions support the Company’s strategic objectives by facilitating the Company’s January 1, 2019 transition to new financial reporting segments while honoring Mr. Goare’s initial desire to retire in March 2019.
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.
November 30, 2018
/s/ Denise A. Horne
Denise A. Horne
Corporate Vice President, Associate General Counsel
and Assistant Secretary