Advanced Drainage Systems, Inc. (NYSE:WMS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Amendment to Mr. Chlapatys Employment Agreement
On February8, 2017, Advanced Drainage Systems, Inc. (the Company)
and Joseph A. Chlapaty, the Companys Chairman of the Board,
President and Chief Executive Officer, entered into a first
amendment (the Amendment) to the Amended and Restated Executive
Employment Agreement dated as of June20, 2014 by and between the
Company and Mr.Chlapaty (the Executive Employment Agreement). The
Amendment amends Section 5(d) of the Executive Employment
Agreement to eliminate Mr.Chlapatys right to use the Companys
aircraft, at the Companys expense, for charitable uses and
purposes, and in exchange therefor the Companys Board of
Directors (the Board) would increase Mr.Chlapatys base salary by
an agreed upon amount. On February8, 2017, the Board increased
Mr.Chlapatys base salary commensurate with the elimination of
this benefit, based upon the recommendation of the Boards
Compensation and Management Development Committee (the
Compensation Committee).
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated in this Item 5.02 by reference.
Amendment to 2008 Restricted Stock Plan
On February8, 2017, based upon the recommendation of the
Compensation Committee, the Board adopted a first amendment (the
Restricted Stock Plan Amendment) to the Companys 2008 Restricted
Stock Plan. The Restricted Stock Plan Amendment eliminates
references to the Companys Amended and Restated Stockholders
Agreement dated as of September27, 2014, which Stockholders
Agreement was terminated on July30, 2014.
The foregoing description of the Restricted Stock Plan Amendment
is qualified in its entirety by reference to the full text of the
Restricted Stock Plan Amendment, which is attached as Exhibit
10.2 to this Current Report on Form 8-K and incorporated in this
Item5.02 by reference.
Alternative Forms of Equity-Based Award Agreements
On February8, 2017, based upon the recommendation of the
Compensation Committee, the Board adopted alternative forms of
award agreements for use in connection with the Companys 2008
Restricted Stock Plan (as amended by the Restricted Stock Plan
Amendment, the 2008 Plan) and the Companys 2013 Stock Option Plan
(the 2013 Plan).
The alternative forms of award agreements for Mr.Chlapaty and the
Companys other employees under the 2008 Plan have a 3-year vesting period and
modified tax withholding provisions, and no longer provide for
accelerated vesting in the event of a public offering. The
alternative form of award agreement for the Companys employees
under the 2013 Plan has a 3-year vesting period and modified tax
withholding provisions.
The foregoing
description of the alternative forms of award agreements is
qualified in its entirety by reference to the full text of the
alternative forms of award agreements, which are attached as
Exhibits10.3, 10.4 and 10.5, respectively, to this Current Report
on Form 8-K and incorporated in this Item5.02 by
reference.
Non-Qualified
Stock Option Grants and Restricted Stock Awards
On February8,
2017, based upon the recommendation of the Compensation
Committee, the Board approved the following equity grants to its
named executive officers as referenced below.
|
|
Non-Qualified Stock Options |
Shares of RestrictedStock |
||||||
|
|
137,683 | 45,455 | ||||||
|
|
118,207 | 26,860 | ||||||
|
|
31,292 | 10,331 | ||||||
|
|
31,292 | 10,331 | ||||||
|
|
23,469 | 7,748 |
Each of the
foregoing awards was granted in accordance with the applicable
form of award agreement described above, and will vest in
accordance with such form of award agreement, provided that with
respect to the awards granted to Mr.Cottrill described above,
12,397 shares of restricted stock and 74,398 stock options
represent sign-on
grants awarded in connection with the commencement of his
employment with the Company, which sign-on grants have a 5-year
vesting period from the date of employment and are otherwise
consistent with the applicable form of award agreement. In
addition to the foregoing, the Board approved additional awards
of 159,702 shares of restricted stock and 172,134 stock options,
which were granted to key employees under the 2008 Plan and 2013
Plan, respectively, as well as to non-employee directors as part
of their awards to the Companys Non-Employee Director
Compensation Plan.
Item9.01 Financial
Statements and Exhibits
|
|
|
|
| 10.1 |
First Amendment to Amended and Restated Executive Employment Agreement, by and between the Company and JosephA. Chlapaty |
|
| 10.2 | First Amendment to the 2008 Restricted Stock Plan | |
| 10.3 |
Form of Restricted Stock Agreement (for Joseph A. Chlapaty) to 2008 Restricted Stock Plan |
|
| 10.4 |
Form of Restricted Stock Agreement (other than for Joseph A. Chlapaty) to 2008 Restricted Stock Plan |
|
| 10.5 |
Form of Non-Qualified Stock Option Agreement to 2013 Stock Option Plan |
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.
| ADVANCED DRAINAGE SYSTEMS, INC. | |||||
| Date: February10, 2017 | By:/s/ Scott A. Cottrill | ||||
| Name: Scott A. Cottrill | |||||
| Title: EVP, CFO, Secretary Treasurer |
EXHIBIT
INDEX
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|
|
|
| 10.1 |
First Amendment to Amended and Restated Executive Employment Agreement, by and between the Company and JosephA.Chlapaty |
|
| 10.2 | First Amendment to the 2008 Restricted Stock Plan | |
| 10.3 |
Form of Restricted Stock Agreement (for Joseph A. Chlapaty) to 2008 Restricted Stock Plan |
|
| 10.4 |
Form of Restricted Stock Agreement (other than for Joseph A. Chlapaty) to 2008 Restricted Stock Plan |
|
| 10.5 | Form of Non-Qualified Stock Option Agreement |
About Advanced Drainage Systems, Inc. (NYSE:WMS)
Advanced Drainage Systems, Inc. is engaged in designing, manufacturing and marketing of thermoplastic corrugated pipe and related water management products, primarily in North and South America, and Europe. The Company operates through two segments: Domestic and International. The Domestic segment manufactures and markets products throughout the United States. The International segment manufactures and markets products in certain regions outside of the United States, with a focus on its owned facilities in Canada and through its joint ventures with local partners in Mexico, Central America and South America. Its product line includes corrugated high density polyethylene (HDPE) pipe, polypropylene (PP) pipe and related water management products. Its products are used across a range of end markets and applications, including non-residential, residential, agriculture and infrastructure applications. Advanced Drainage Systems, Inc. (NYSE:WMS) Recent Trading Information
Advanced Drainage Systems, Inc. (NYSE:WMS) closed its last trading session down -0.05 at 24.35 with 214,794 shares trading hands.