SEC Filings
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HRG GROUP, INC. filed this Form 8-K on 01/21/2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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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): January 20, 2016
HRG GROUP, INC.
(Exact name of registrant as specified in its charter)
Registrant's telephone number, including area code: (212) 906-8555
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:
Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2016, HRG Group, Inc. (NYSE: HRG; “HRG”) entered into a Subsidiary Service Agreement (the “Agreement”) with David M. Maura, HRG’s Managing Director and Executive Vice President of Investment, in connection with David Maura, Spectrum Brands Holdings, Inc., a subsidiary of HRG (“Spectrum Brands”), and Spectrum Brands’ subsidiary, entering into an employment agreement (“SPB Agreement”), dated January 20, 2016. Pursuant to the SPB Agreement, Mr. Maura will serve as the Executive Chairman of the board of directors of Spectrum Brands. Mr. Maura will also continue in his role as an employee and a director of HRG.
Pursuant to the Agreement, HRG and Mr. Maura have agreed to reduce certain compensation that Mr. Maura has received or will receive from HRG by compensation that Mr. Maura will receive from Spectrum Brands. The Agreement provides that Mr. Maura will not receive his base salary from HRG while he receives a base salary from Spectrum Brands. In addition, commencing on the third month following the execution of the Agreement, Mr. Maura will no longer participate in HRG’s benefit plans (other than HRG’s FlexNet program). If Mr. Maura’s employment is terminated by HRG and Spectrum Brands within a six month timeframe, then Mr. Maura’s severance from HRG will be reduced by the amount of severance from Spectrum Brands.
Mr. Maura’s annual bonus from HRG for fiscal 2016 shall be reduced, but not below zero, by the amount of the Initial Equity Grant (as defined in the SPB Agreement). Such reduction shall be in the following order for the bonus that would otherwise be payable by HRG for fiscal 2016: vested Company stock, unvested Company stock, vested cash, unvested cash, vested Company options, unvested Company options and unvested Company stock for years prior to 2016.
After taking into account the reduction in the preceding paragraph, Mr. Maura’s annual cash bonus from HRG for fiscal 2016, shall be reduced, but not below zero, by the amount of any other bonus that Mr. Maura receives from Spectrum Brands for such year in the following order: vested cash, unvested cash, vested Company stock, unvested Company stock, vested Company options and unvested Company options. Thereafter, Mr. Maura’s annual equity bonus from HRG for fiscal 2016, shall be reduced, but not below zero, by the amount of any other bonus that Mr. Maura receives from Spectrum Brands for such year in the following order: unvested Company stock, vested Company stock, unvested cash, vested cash, unvested Company options and vested Company options. Any bonus Mr. Maura earns from Spectrum Brands for fiscal 2017 and future years will be reduced in accordance with this paragraph. In general, except as set forth herein, the reduction shall only apply on a yearly basis and the amount of compensation from Spectrum Brands in a given year shall not reduce the amount of compensation from HRG for prior years.
The Agreement will remain in effect until the last day of the fiscal year of HRG in which the Executive’s employment with HRG or Spectrum Brands terminates and thereafter as necessary. The terms of this Agreement will modify the terms of Mr. Maura’s employment agreement with HRG, to the extent necessary to give effect to the provisions of the agreement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Interested parties should read the Agreement in its entirety. In addition, the foregoing description of the SPB Agreement is not complete and is qualified in its entirety by reference to the text of the SPB Agreement. Interested parties should read Spectrum Brands’ public filings regarding the SPB Agreement.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: January 21, 2016
EXHIBIT INDEX
EXHIBIT 10.1
SUBSIDIARY SERVICE AGREEMENT
This SUBSIDIARY SERVICE AGREEMENT (“Agreement”), by and between HRG GROUP, INC., a Delaware corporation (formerly, Harbinger Group Inc., “HRG”), and DAVID MAURA (“Executive”) (collectively, the “Parties”) is made as of January 20, 2016. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the HRG Agreement (defined below).
WHEREAS, HRG and Executive have entered into an amended and restated employment agreement, dated as of February 11, 2014 (the “HRG Agreement”);
WHEREAS, Spectrum Brands Holdings, Inc., a Delaware corporation and subsidiary of HRG, and its subsidiaries (collectively, “SPB”), desire to retain Executive to serve as SPB’s Executive Chairman and Executive is willing to provide such service (the “Service Arrangement”) and in connection therewith Executive and Spectrum Brands Holdings, Inc. have entered into an employment agreement, dated January 20, 2016 (the “SPB Agreement”); and
WHEREAS, on the terms and conditions set forth in this Agreement, the Parties have outlined their arrangements and understanding with respect to the
Service Arrangement, including the manner in which certain compensation received, and to be received, by Executive under the HRG Agreement will be reduced by certain compensation received, and to be received, by Executive under the SPB Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows:
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“Fair Market Value” shall mean the following: (i) with respect to stock options – the grant date fair value of the options based on the same methodology used to report such value in the company’s proxy statement; (ii) with respect to share awards that vest based on attainment of performance metrics – the fair market value as of the grant date of the number shares under such award that would vest based on the attainment of metrics at the target level; and (iii) with respect to share awards that vest based on continuing employment on the vesting dates, the fair market value as of the grant date of the total number shares under such award.
“HRG Base Salary” shall mean the base salary payable to Executive pursuant to Section 4(a) of the HRG Agreement.
“HRG Bonus” shall mean the annual bonus payable to Executive pursuant to Section 4(b) of the HRG Agreement that is comprised of the Vested HRG Cash Bonus, the Unvested HRG Cash Bonus and the HRG Equity Award.
“HRG Equity Award” shall mean, for a given fiscal year, the portion of the HRG Bonus paid in the form of equity, which shall exclude the HRG Options.
“HRG Options” shall mean, for a given fiscal year, the portion of the HRG Bonus paid in the form of stock options.
“HRG Severance” shall mean the severance provided to Executive pursuant to Section 5(c)(i) of the HRG Agreement.
“SPB Base Salary” shall mean the base salary payable to Executive pursuant to Section 3(a) of the SPB Agreement.
“SPB Bonus” shall mean the annual bonus payable to Executive pursuant to Section 3(b) of the SPB Agreement.
“SPB Equity Award” shall mean, for a given fiscal year, the annual equity awards granted to Executive pursuant to Sections 3(d), (e) and (f) of the SPB Agreement, which shall, for the avoidance of doubt, include, without limitation, the EIP Award (as such term is defined in the SPB Agreement) granted in Fiscal 2016 and future years.
“SPB Initial Equity Award” shall mean the fully vested $6 million equity award granted to Executive pursuant to Section 3(j) of the SPB Agreement.
“SPB Period” shall mean period commencing on the first day of the fiscal year of HRG in which the SPB Agreement commences and ending on the last day of the first fiscal year of HRG in which Executive’s employment under either the HRG Agreement or the SPB
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Agreement is terminated and thereafter until all amounts subject to the reduction/offset under this Agreement have been satisfied.
“SPB Severance” shall mean the severance provided to Executive pursuant to Section 5(b)(i) of the SPB Agreement.
“Vested HRG Cash Bonus” shall mean, for a given fiscal year, the amount of the HRG Bonus payable in vested cash that is not subject to vesting pursuant to the terms of the applicable HRG Bonus arrangement.
“Vested HRG Equity Award” shall mean, for a given fiscal year, the portion of the HRG Equity Award (excluding stock options) that is vested at grant.
“Unvested HRG Cash Bonus” shall mean, for a given fiscal year, the amount of the HRG Bonus payable in cash that is subject to vesting pursuant to applicable HRG Bonus arrangement.
“Unvested HRG Equity Award” shall mean, for a given fiscal year, the portion of the HRG Equity Award (excluding stock options) that is subject to vesting.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
Signature Page to Subsidiary Service Agreement
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