AGILYSYS, INC. (NASDAQ:AGYS) 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. |
Appointment of Ramesh Srinivasan
On December 12, 2016, Agilysys, Inc. (the Company) announced that
Ramesh Srinivasan has been appointed as Chief Executive Officer
and President of the Company, effective January 3, 2017. Mr.
Srinivasan, age 56, served as Chief Executive Officer of Ooyala,
a provider of video publishing, analytics and monetization
services, from January 2016 to November 2016. Prior to that, he
was President and Chief Executive Officer of Innotrac
Corporation, an ecommerce fulfillment provider, from March 2015
to November 2015, and President and Chief Executive Officer of
Bally Technologies Inc. from December 2012 until May 2014. From
April 2011 until December 2014 he was President and Chief
Operating Officer of Bally Technologies Inc., where he started as
Executive Vice President of Bally Systems in March 2005. From
1998 to 2005, Mr. Srinivasan held several positions including
Executive Vice President of Warehouse Management Systems at
Manhattan Associates, Inc., a global leader in software solutions
to the supply chain industry.
Ramesh Srinivasan has been appointed as Chief Executive Officer
and President of the Company, effective January 3, 2017. Mr.
Srinivasan, age 56, served as Chief Executive Officer of Ooyala,
a provider of video publishing, analytics and monetization
services, from January 2016 to November 2016. Prior to that, he
was President and Chief Executive Officer of Innotrac
Corporation, an ecommerce fulfillment provider, from March 2015
to November 2015, and President and Chief Executive Officer of
Bally Technologies Inc. from December 2012 until May 2014. From
April 2011 until December 2014 he was President and Chief
Operating Officer of Bally Technologies Inc., where he started as
Executive Vice President of Bally Systems in March 2005. From
1998 to 2005, Mr. Srinivasan held several positions including
Executive Vice President of Warehouse Management Systems at
Manhattan Associates, Inc., a global leader in software solutions
to the supply chain industry.
Mr. Srinivasan holds a Post-Graduate Diploma in Management (MBA
equivalent) from the Indian Institute of Management, Bangalore,
India, and a degree in engineering from the Indian Institute of
Technology (Banaras Hindu University), Varanasi, India. He
attended the Advanced Management Program at the Harvard Business
School in 2010.
equivalent) from the Indian Institute of Management, Bangalore,
India, and a degree in engineering from the Indian Institute of
Technology (Banaras Hindu University), Varanasi, India. He
attended the Advanced Management Program at the Harvard Business
School in 2010.
In connection with Mr. Srinivasans appointment, the Company
entered into an employment agreement (the Employment Agreement)
with Mr. Srinivasan on December 6, 2016. In accordance with the
Employment Agreement, Mr. Srinivasan will serve as the Chief
Executive Officer and President for a three-year initial term
beginning on January 3, 2017. The term of employment will
automatically extend for successive periods of one year unless
either the Company or Mr. Srinivasan provides written notice of
non-renewal at least 90 days before the end of the then-current
employment term. If a Change in Control (as defined in the
Employment Agreement) of the Company occurs, the term of
employment will expire no earlier than the second anniversary of
the Change in Control.
entered into an employment agreement (the Employment Agreement)
with Mr. Srinivasan on December 6, 2016. In accordance with the
Employment Agreement, Mr. Srinivasan will serve as the Chief
Executive Officer and President for a three-year initial term
beginning on January 3, 2017. The term of employment will
automatically extend for successive periods of one year unless
either the Company or Mr. Srinivasan provides written notice of
non-renewal at least 90 days before the end of the then-current
employment term. If a Change in Control (as defined in the
Employment Agreement) of the Company occurs, the term of
employment will expire no earlier than the second anniversary of
the Change in Control.
Mr. Srinivasan will receive a base salary of $600,000 per year,
subject to annual review and adjustment by the Companys Board of
Directors (the Board), and will be eligible to receive a bonus at
an annual target amount of $450,000 with a maximum bonus of up to
$750,000 per year, which bonus will be payable in shares of
common stock that will vest based upon attainment of annual
performance goals as determined by the Board. Also, effective
January 3, 2017 (the Grant Date), Mr. Srinivasan will receive a
grant of 630,000 stock settled appreciation rights (SSARs) at an
exercise price equal to the closing price of the Companys common
stock on the Grant Date. One third of the SSAR grant vests on
January 3, 2018, and the remainder vests in pro rata monthly
portions thereafter over the next two years, provided that Mr.
Srinivasan remains employed by the Company on each vesting date.
The annual bonus performance shares and the SSARs are subject to
the terms and conditions of the Companys 2016 Stock Incentive
Plan.
subject to annual review and adjustment by the Companys Board of
Directors (the Board), and will be eligible to receive a bonus at
an annual target amount of $450,000 with a maximum bonus of up to
$750,000 per year, which bonus will be payable in shares of
common stock that will vest based upon attainment of annual
performance goals as determined by the Board. Also, effective
January 3, 2017 (the Grant Date), Mr. Srinivasan will receive a
grant of 630,000 stock settled appreciation rights (SSARs) at an
exercise price equal to the closing price of the Companys common
stock on the Grant Date. One third of the SSAR grant vests on
January 3, 2018, and the remainder vests in pro rata monthly
portions thereafter over the next two years, provided that Mr.
Srinivasan remains employed by the Company on each vesting date.
The annual bonus performance shares and the SSARs are subject to
the terms and conditions of the Companys 2016 Stock Incentive
Plan.
In addition, to the Employment Agreement, Mr. Srinivasan will be
entitled to receive the Companys current customary employee
benefits and up to $20,000 in relocation benefits.
entitled to receive the Companys current customary employee
benefits and up to $20,000 in relocation benefits.
Effective January 3, 2017, Mr. Srinivasan will be appointed as a
member of the Board. to the Employment Agreement, he will be
nominated for re-election as a director for the duration of his
employment as Chief Executive Officer of the Company.
member of the Board. to the Employment Agreement, he will be
nominated for re-election as a director for the duration of his
employment as Chief Executive Officer of the Company.
If the Employment Agreement is terminated by the Company for
Cause or by Mr. Srinivasan for Good Reason (in each case as
defined in the Employment Agreement), then subject to his
execution of a release of claims, Mr. Srinivasan will be entitled
to receive severance equal to one years then-current base salary
and target annual bonus, which will be paid during regular pay
intervals over the course of one year. In addition, he will also
receive (a) a lump sum payment in cash, on the
60th>day after the termination date, equal to the
total after-tax premiums required to pay for twelve months of
COBRA continuation coverage under the Companys medical, dental
and vision insurance plans; (b) a pro-rated bonus for the year of
termination based on actual performance with no negative
discretion by the Board; and (c) twelve (12) months of
accelerated vesting of all equity compensation awards outstanding
on the termination date. If such termination occurs within three
months before or 24 months after a Change in Control, Mr.
Srinivasan will receive two times the sum of his then-current
base salary and target annual bonus, two times the COBRA payment
and 50% vesting (on the 60th>day after the
termination date) of all outstanding equity awards. In addition,
Cause or by Mr. Srinivasan for Good Reason (in each case as
defined in the Employment Agreement), then subject to his
execution of a release of claims, Mr. Srinivasan will be entitled
to receive severance equal to one years then-current base salary
and target annual bonus, which will be paid during regular pay
intervals over the course of one year. In addition, he will also
receive (a) a lump sum payment in cash, on the
60th>day after the termination date, equal to the
total after-tax premiums required to pay for twelve months of
COBRA continuation coverage under the Companys medical, dental
and vision insurance plans; (b) a pro-rated bonus for the year of
termination based on actual performance with no negative
discretion by the Board; and (c) twelve (12) months of
accelerated vesting of all equity compensation awards outstanding
on the termination date. If such termination occurs within three
months before or 24 months after a Change in Control, Mr.
Srinivasan will receive two times the sum of his then-current
base salary and target annual bonus, two times the COBRA payment
and 50% vesting (on the 60th>day after the
termination date) of all outstanding equity awards. In addition,
upon any termination of employment, Mr. Srinivasan will receive
accrued but unpaid base salary and payment for any unused
vacation and unreimbursed expenses.
accrued but unpaid base salary and payment for any unused
vacation and unreimbursed expenses.
The description of the Employment Agreement contained herein does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
not purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
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Item 8.01.
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Other Events
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On December 12, 2016, the Company issued a press release
announcing Mr. Srinivasans appointment. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
announcing Mr. Srinivasans appointment. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
The following items are filed as exhibits to this current report
on Form 8-K:
on Form 8-K:
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Exhibit Number
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Description
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10.1
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Employment Agreement dated December 6, 2016, by and
between Agilysys, Inc. and Ramesh Srinivasan. |
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99.1
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Press release issued by Agilysys, Inc. dated December
12, 2016. |
About AGILYSYS, INC. (NASDAQ:AGYS)
Agilysys, Inc. is a technology company. The Company provides software for point-of-sale (POS), property management, inventory and procurement, workforce management, analytics, document management, and mobile and wireless solutions and services to the hospitality industry. The Company serves four market sectors: gaming, both corporate and tribal; hotels, resorts and cruise; foodservice management, and restaurants, universities, stadia and healthcare. The Company is a developer and marketer of software enabled solutions and services to the hospitality industry, including hardware and software products; support, maintenance and subscription services, and professional services. The rGuest platform is designed to run as a Software-as-a-Service (SaaS)-based platform on the public cloud, private cloud, on-premise or in a hybrid configuration. The rGuest platform includes various in-market solutions, such as rGuest Stay, rGuest Buy, rGuest Seat, rGuest Pay and rGuest Analyze. AGILYSYS, INC. (NASDAQ:AGYS) Recent Trading Information
AGILYSYS, INC. (NASDAQ:AGYS) closed its last trading session up +0.27 at 10.64 with 62,167 shares trading hands.
