AEGION CORPORATION (NASDAQ:AEGN) Files An 8-K Results of Operations and Financial Condition

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AEGION CORPORATION (NASDAQ:AEGN) Files An 8-K Results of Operations and Financial Condition

Item 2.02.

Results of Operations and Financial Condition.
Aegion Corporation (the Company) issued an earnings release (the
Earnings Release) on February 28, 2017>to announce its
financial results for the full year and quarter ended December
31, 2016. A copy of the Earnings Release is furnished herewith as
Exhibit 99.1. On March 1, 2017, the Company held a conference
call in connection with the Earnings Release. A transcript of the
conference call is furnished herewith as Exhibit 99.2.
The information in this Current Report on Form 8-K, including
Exhibits 99.1 and 99.2, is being furnished and shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended.
Item 5.02.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Severance Policy. Effective March 1, 2017, the Company adopted a
revised severance policy (the Severance Policy). The Severance
Policy provides severance benefits to certain employees of the
Company, including the Companys executive officers, in the event
of an involuntary termination of employment as a result of a
reduction in force or position elimination, where a comparable
position is not available. In such a case: (i) each of David F.
Morris, Executive Vice President, General Counsel and Chief
Administrative Officer, and David A. Martin, Executive Vice
President and Chief Financial Officer, is entitled to continue to
receive, via extended payroll, his base salary for a period of
eighteen (18) months and is eligible for up to $15,000 in
outplacement services; (ii) each of John D. Huhn, Senior Vice
President and Chief Strategy Officer, and Stephen P. Callahan,
Senior Vice President – Human Resources, is entitled to continue
to receive, via extended payroll, his base salary for a period of
fifteen (15) months and is eligible for up to $15,000 in
outplacement services; and (iii) Michael D. White, Senior Vice
President and Corporate Controller, is entitled to continue to
receive, via extended payroll, his base salary for a period of
twelve (12) months and is eligible for up to $10,000 in
outplacement services. Further, during the applicable severance
period, if the individual has exercised his rights under COBRA,
the individual will only pay his normal employee contribution for
medical benefits via deduction from the severance payments.
The Severance Policy does not apply in the event of a termination
for cause or termination due to a violation of the Companys Code
of Conduct.
Any payments made or benefits provided to the Severance Policy
are conditioned on the execution of any requested actions,
including, but no limited to: timely return of an unaltered and
signed release agreement, return of all company property and
completion of any position-related tasks specific to the Company.
The foregoing description of the Severance Policy is qualified in
its entirety by reference to the Severance Policy, a form of
which was filed as Exhibit 10.14 to the Companys annual report on
Form 10-K filed March 1, 2017, and is incorporated herein by
reference.
Continuity Agreements. On March 1, 2017, the Company entered into
Change in Control Severance Agreements (the Continuity
Agreements) with each of Messrs. Huhn, Callahan and White. The
Continuity Agreements include a double trigger such that benefits
are only payable if there is a Change in Control (as defined in
the Continuity Agreements) followed, within 24 months after the
Change in Control, by a Qualifying Termination (as defined in the
Continuity Agreements). The Continuity Agreements differ among
Messrs. Huhn, Callahan and White only to the extent that: (i)
benefits are provided in the amount of 1.50 times base salary and
bonus for Messrs. Huhn and Callahan and 1.00 times base salary
and bonus for Mr. White; and (ii) benefits are payable during the
period beginning on the date of termination and ending 18 months
after such date for Messrs. Huhn and Callahan and during the
period beginning on the date of termination and ending 12 months
after such date for Mr. White.
The foregoing description of the Continuity Agreements is
qualified in its entirety by reference to the Continuity
Agreements, a form of which was filed as Exhibit 10.15 to the
Companys annual report on Form 10-K filed March 1, 2017, and is
incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
The following exhibits are filed as part of this
report:
Exhibit Number
Description
10.1
Severance Policy effective March 1, 2017 (incorporated
by reference to Exhibit 10.14 to the annual report on
Form 10-K filed March 1, 2017).
10.2
Form of Change in Control Severance Agreement, dated as
of March 1, 2017, between Aegion Corporation and each
of John D. Huhn, Stephen P. Callahan and Michael D.
White (incorporated by reference to Exhibit 10.15 to
the annual report on Form 10-K filed March 1, 2017).
99.1
Earnings Release of Aegion Corporation dated February
28, 2017, filed herewith.
99.2
Transcript of Aegion Corporations March 1, 2017
conference call, filed herewith.
* * *


About AEGION CORPORATION (NASDAQ:AEGN)

Aegion Corporation (Aegion) is engaged in providing infrastructure protection and maintenance. The Company is engaged in providing technologies and services to protect against the corrosion of industrial pipelines, and rehabilitate and strengthen water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures. It operates through three segments: Infrastructure Solutions, Corrosion Protection and Energy Services. Its sewer rehabilitation activities are conducted through installation and other construction operations performed directly by its subsidiaries. Its corrosion protection operations perform maintenance rehabilitation and corrosion protection services for oil and gas, industrial, and mineral piping systems and structures. Its Energy Services Operations performs engineering, procurement, construction, maintenance and turnaround services.

AEGION CORPORATION (NASDAQ:AEGN) Recent Trading Information

AEGION CORPORATION (NASDAQ:AEGN) closed its last trading session down -0.38 at 23.24 with 291,622 shares trading hands.