MTS SYSTEMS CORPORATION (NASDAQ:MTSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 5, 2017, MTS Systems Corporation (the Company)
announced the retirement of William E. Bachrach as the Companys
President, Test, effective as of January 13, 2017. In connection
with Dr. Bachrachs retirement, the Company anticipates entered
into a consulting agreement with him to which Dr. Bachrach would
provide certain consulting services to the Company, primarily to
assist with the transition to new leadership in the Test segment.
announced the retirement of William E. Bachrach as the Companys
President, Test, effective as of January 13, 2017. In connection
with Dr. Bachrachs retirement, the Company anticipates entered
into a consulting agreement with him to which Dr. Bachrach would
provide certain consulting services to the Company, primarily to
assist with the transition to new leadership in the Test segment.
Additionally, on January 5, 2017, the Company announced that its
Test segment will be divided into two separate business units,
Materials Test Systems and Vehicles and Structure Test Systems.
As a result of the reorganization, the Company announced that
William C. Becker will continue to serve as President, Materials
Test Systems, and that Steven B. Harrison has been appointed the
President, Vehicles and Structure Test Systems, effective as of
February 6, 2017.
Test segment will be divided into two separate business units,
Materials Test Systems and Vehicles and Structure Test Systems.
As a result of the reorganization, the Company announced that
William C. Becker will continue to serve as President, Materials
Test Systems, and that Steven B. Harrison has been appointed the
President, Vehicles and Structure Test Systems, effective as of
February 6, 2017.
Mr. Becker joined the Company as President, Materials Test
Systems, in October 2016. From July 2010 to August 2016, Mr.
Becker, 63, previously served as Managing Director of Zwick USA,
a wholly owned U.S. subsidiary of Zwick/Roell AG, a privately
held German manufacturer of premium materials testing systems. to
a letter agreement (the Becker Letter Agreement) between the
Company and Mr. Becker, Mr. Becker received the following
compensation in connection with his employment: (i) an annual
base salary of $300,000; (ii) a cash signing bonus in the amount
of $25,000; and (iii) an equity signing bonus of Company
restricted stock units valued at $30,000. As an executive officer
of the Company, Mr. Becker is entitled to participate in the MTS
Executive Variable Compensation Plan with a target amount equal
to 40% of his annual salary, as well as the Companys Executive
Severance Plan and the Executive Change in Control Severance
Plan. Mr. Becker also received an annual grant of equity equal to
$120,000, comprised of stock options and performance restricted
stock units, which was awarded in December 2016.
Systems, in October 2016. From July 2010 to August 2016, Mr.
Becker, 63, previously served as Managing Director of Zwick USA,
a wholly owned U.S. subsidiary of Zwick/Roell AG, a privately
held German manufacturer of premium materials testing systems. to
a letter agreement (the Becker Letter Agreement) between the
Company and Mr. Becker, Mr. Becker received the following
compensation in connection with his employment: (i) an annual
base salary of $300,000; (ii) a cash signing bonus in the amount
of $25,000; and (iii) an equity signing bonus of Company
restricted stock units valued at $30,000. As an executive officer
of the Company, Mr. Becker is entitled to participate in the MTS
Executive Variable Compensation Plan with a target amount equal
to 40% of his annual salary, as well as the Companys Executive
Severance Plan and the Executive Change in Control Severance
Plan. Mr. Becker also received an annual grant of equity equal to
$120,000, comprised of stock options and performance restricted
stock units, which was awarded in December 2016.
Mr. Harrison, 51, previously served as President (August 2015 to
December 2016) and Chief Commercial Officer (August 2012 to
August 2015) of AAR Airlift Group, Inc. (AAR Airlift), a wholly
owned subsidiary of AAR CORP., a NYSE-listed provider of products
and services to the worldwide aviation and government and defense
markets. Prior to joining AAR Airlift, Mr. Harrison served as the
President and Chief Executive Officer of National Airlines, an
international provider of on demand cargo and passenger services,
from September 2010 through July 2012.
December 2016) and Chief Commercial Officer (August 2012 to
August 2015) of AAR Airlift Group, Inc. (AAR Airlift), a wholly
owned subsidiary of AAR CORP., a NYSE-listed provider of products
and services to the worldwide aviation and government and defense
markets. Prior to joining AAR Airlift, Mr. Harrison served as the
President and Chief Executive Officer of National Airlines, an
international provider of on demand cargo and passenger services,
from September 2010 through July 2012.
In connection with Mr. Harrisons appointment, the Company entered
into a letter agreement (the Harrison Letter Agreement) with Mr.
Harrison outlining the details of his employment. to the Harrison
Letter Agreement, Mr. Harrison will receive the following
compensation: (i) an annual base salary of $335,000; (ii) a cash
signing bonus in the amount of $20,000; and (iii) an equity
signing bonus of Company restricted stock units valued at $50,000
to be granted the 15th of the month following his start date. As
an executive officer of the Company, Mr. Harrison will be
entitled to participate in the MTS Executive Variable
Compensation Plan with a target amount equal to 45% of his annual
salary which target amount has been guaranteed to him for the
fiscal year ending September 30, 2017, as well as the Companys
Executive Severance Plan and the Executive Change in Control
Severance Plan. Mr. Harrison will also receive an annual grant of
equity equal to $175,000, comprised of restricted stock units,
stock options and performance restricted stock units, to be
granted the 15th of the month following his start date.
into a letter agreement (the Harrison Letter Agreement) with Mr.
Harrison outlining the details of his employment. to the Harrison
Letter Agreement, Mr. Harrison will receive the following
compensation: (i) an annual base salary of $335,000; (ii) a cash
signing bonus in the amount of $20,000; and (iii) an equity
signing bonus of Company restricted stock units valued at $50,000
to be granted the 15th of the month following his start date. As
an executive officer of the Company, Mr. Harrison will be
entitled to participate in the MTS Executive Variable
Compensation Plan with a target amount equal to 45% of his annual
salary which target amount has been guaranteed to him for the
fiscal year ending September 30, 2017, as well as the Companys
Executive Severance Plan and the Executive Change in Control
Severance Plan. Mr. Harrison will also receive an annual grant of
equity equal to $175,000, comprised of restricted stock units,
stock options and performance restricted stock units, to be
granted the 15th of the month following his start date.
There are no family relationships between Mr. Becker, Mr.
Harrison and any other executive officer or director of the
Company that require disclosure under Item 401(d) of Regulation
S-K. There are no transactions between Mr. Becker, Mr. Harrison
or any member of Mr. Beckers or Mr. Harrisons immediate family
and the Company that require disclosure under Item 404(a) of
Regulation S-K.
Harrison and any other executive officer or director of the
Company that require disclosure under Item 401(d) of Regulation
S-K. There are no transactions between Mr. Becker, Mr. Harrison
or any member of Mr. Beckers or Mr. Harrisons immediate family
and the Company that require disclosure under Item 404(a) of
Regulation S-K.
The foregoing summaries of the Becker Letter Agreement and the
Harrison Letter Agreement are subject to, and qualified in
their entirety by, the full text of the Becker Letter Agreement
and the Harrison Letter Agreement, which are attached to this
Current Report on Form 8-K as Exhibits 10.1 and 10.2,
respectively, and are incorporated herein by reference.
Harrison Letter Agreement are subject to, and qualified in
their entirety by, the full text of the Becker Letter Agreement
and the Harrison Letter Agreement, which are attached to this
Current Report on Form 8-K as Exhibits 10.1 and 10.2,
respectively, and are incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure
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On January 5, 2017, the Company issued a press release
announcing the events discussed in Item 5.02 above, the text of
which is furnished as Exhibit 99.1 hereto. The information
contained in this Item 7.01 and Exhibit 99.1 is being
furnished, and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities
under Section 18. Furthermore, the information contained in
this Item 7.01 and Exhibit 99.1 shall not be deemed to be
incorporated by reference into our filings under the Securities
Act of 1933, as amended, or the Exchange Act.
announcing the events discussed in Item 5.02 above, the text of
which is furnished as Exhibit 99.1 hereto. The information
contained in this Item 7.01 and Exhibit 99.1 is being
furnished, and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities
under Section 18. Furthermore, the information contained in
this Item 7.01 and Exhibit 99.1 shall not be deemed to be
incorporated by reference into our filings under the Securities
Act of 1933, as amended, or the Exchange Act.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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The following exhibit is being furnished herewith:
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10.1
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Letter Agreement, dated August 24, 2016, by and
between MTS Systems Corporation and William C. Becker. |
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10.2
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Letter Agreement, dated December 30, 2016, by and
between MTS Systems Corporation and Steven B. Harrison. |
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99.1
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Press Release dated January 5, 2017.
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