Virginia | 001-09148 | 54-1317776 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-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)) | |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Annual Base Salary | $925,000, subject to annual review after 2016 by the Compensation and Benefits Committee of the Board (the “Compensation Committee”) for discretionary increase. |
Annual Bonus | Participation for 2016 in the Company’s Key Employees Incentive Plan (the “KEIP”) with a target of 125% of 2016 earned base salary, with the actual payout ranging from 75% to 200% of target, subject to a maximum of 200% of 2016 earned base salary. For 2017 and later, as determined by the Compensation Committee pursuant to the KEIP, participation in the KEIP with an expected maximum of 200% of the target, subject to shareholder approval of an amendment to the KEIP. |
Long-Term Incentive Awards | On June 9, 2016, Mr. Pertz was granted equity awards consistent with those granted to other senior executives of the Company in respect of 2016, with an annualized target long-term incentive opportunity of $3.75 million, prorated based on Mr. Pertz’s hire date. These awards consist of the following: • Time-vesting restricted stock units with a grant date value of $527,664; • Internal metric performance share units with a grant date value of $791,496, which vest based on operating profit goals approved by the Compensation and Benefits Committee in February 2016; and • Relative total shareholder return performance share units with a grant date value of $791,496, which vest based on total shareholder return goals approved by the Compensation and Benefits Committee in February 2016. Following 2016, and for each fiscal year thereafter, Mr. Pertz will be eligible for long-term incentive award opportunities to be determined by the Compensation Committee. |
Inducement Equity Awards | On June 9, 2016, following Mr. Pertz’s purchase of $2.5 million of Company common stock (the “Purchased Shares”) from the Company at a price of $29.87 per share (the closing price of shares of Company common stock on the New York Stock Exchange on such date) pursuant to a subscription agreement between Mr. Pertz and the Company, Mr. Pertz was granted the following incentive equity awards: • An award of stock options to purchase 400,000 shares of Company common stock, which will be eligible to vest on June 9, 2019, with 1/3 vesting on that date if the stock price has attained a 15-trading day average closing price of each of $37.34, $44.81 and $47.79 between the grant date and the vesting date, subject to continued employment through the vesting date (or an earlier qualifying termination of employment) and Mr. Pertz holding the Purchased Shares through the vesting date. • An award of restricted stock units with respect to 91,770 shares of Company common stock, which will be eligible to vest on June 9, 2019, subject to the Company realizing positive non-GAAP income from continuing operations for the period commencing on July 1, 2016 and ending on June 30, 2017, continued service through the vesting date (or an earlier qualifying termination of employment) and Mr. Pertz holding the Purchased Shares through the vesting date. |
Employee Benefits | Mr. Pertz will be eligible for the following employee benefits: • Employee benefits and fringe benefits on the same basis as other senior executives of the Company; • Relocation assistance pursuant to the Company’s relocation policy, as well as a temporary housing reimbursement of up to $5,000 per month for the period from July 11, 2016 until January 11, 2017; and • Reimbursement of up to $25,000 in legal and professional fees incurred in connection with the negotiation of the offer letter. |
Termination and Change in Control Benefits | Mr. Pertz is eligible to participate in the Company’s Severance Pay Plan as a Tier 1 Participant, and the Company has agreed that the definitions of “cause” and “good reason” that apply to the agreement will be incorporated by reference from Exhibit A of the offer letter. Any adverse change to the plan will not apply to Mr. Pertz until the later of the first anniversary of the change and June 9, 2019. Mr. Pertz and the Company entered into a change in control agreement, as described further below. If Mr. Pertz is either terminated without cause or resigns for good reason prior to December 9, 2016, the Company has agreed to repurchase the Purchased Shares at Mr. Pertz’s request (which must be made within five business days of such termination or resignation). Any such repurchase would be consummated on the later of the trading day following such termination or resignation and the trading day following such request, at the closing price of shares of Company common stock on the New York Stock Exchange on the repurchase date. |
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Item 8.01. | Other Events | |
Item 9.01. | Financial Statements and Exhibits | ||
(d) | Exhibits | ||
3(ii) | Bylaws of The Brink’s Company, as amended and restated, effective June 9, 2016 | ||
99.1 | Press Release, dated June 10, 2016, issued by The Brink’s Company | ||
99.2 | Subscription Agreement, dated June 9, 2016, between The Brink’s Company and Douglas A. Pertz | ||
10.1 | Offer Letter, dated June 9, 2016, between The Brink’s Company and Douglas A. Pertz | ||
10.2 | Change in Control Agreement, dated June 9, 2016, between The Brink’s Company and Douglas A. Pertz | ||
THE BRINK’S COMPANY | |||
(Registrant) | |||
Date: June 10, 2016 | By: | /s/McAlister C. Marshall, II | |
McAlister C. Marshall, II Vice President | |||
EXHIBIT | DESCRIPTION | |
3(ii) | Bylaws of The Brink’s Company, as amended and restated, effective June 9, 2016 | |
99.1 | Press Release, dated June 10, 2016, issued by The Brink’s Company | |
99.2 | Subscription Agreement, dated June 9, 2016, between The Brink’s Company and Douglas A. Pertz | |
10.1 | Offer Letter, dated June 9, 2016, between The Brink’s Company and Douglas A. Pertz | |
10.2 | Change in Control Agreement, dated June 9, 2016, between The Brink’s Company and Douglas A. Pertz | |