ARC Document Solutions, Inc. (NYSE:ARC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Director Resignation
On February 20, 2018, Mr. Manuel Perez de la Mesa, a member of the Board of Directors (the “Board”) of ARC Document Solutions, Inc.(the “Company”) notified the Company of his decision to retire and not stand for re-election to the Board when his current term expires at the Company’s 2018 annual shareholders’ meeting. Mr. Perez de la Mesa currently serves as a member of the Audit and Nominating & Corporate Governance Committees of the Company’s Board of Directors. Mr. Perez de la Mesa notified the Company that his decision was based on his length of service and was not due to any disagreement with the Company on any matter.Mr. Perez de la Mesa, one of the Company’s longest serving Board members, has served on the Company’s Board since the Company went public in 2005, as well as providing counsel as an advisor to the Company from 2002 to 2005. Mr. Perez de la Mesa will remain a member of the Company’s Board of Directors until the Company’s 2018 annual meeting of stockholders.
(e) Material Amendment of a Material Contract
On February 22, 2018, ARC Document Solutions, Inc. (the “Company”) entered into an amended and restated executive employment agreement (the “Employment Agreement”) with the Company’s Chief Executive Officer and President, Kumarakulasingam Suriyakumar, effective as of February9, 2018. The Employment Agreement was amended to modify the terms under which Mr.Suriyakumar would be eligible to receive an annual incentive bonus. Mr. Suriyakumar’s annual incentive bonus will be based on performance measures established by the Company’s Compensation Committee within the first ninety days of the calendar year. The annual incentive bonus will not exceed 50% of Mr. Suriyakumar’s annual base salary, if the performance targets are attained (but not exceeded), and will have a maximum potential payment of 150% of his annual base salary, if the performance targets are exceeded. He will only be entitled to an annual incentive bonus if he remains continuously employed through the last day of the fiscal year to which the bonus relates. At the Compensation Committee’s election, the incentive bonus may be paid in cash, shares of the Company’s common stock or a mix of cash and stock. To the extent the incentive bonus is paid in shares of the Company’s common stock, the shares will vest in annual installments over three years, unless the Committee determines otherwise, subject to Mr. Suriyakumar’s continued employment through the applicable vesting date.
In addition, the Employment Agreement lowers Mr. Suriyakumar’s annual base salary from $950,000 to $800,000. The remaining terms and conditions of the Employment Agreement remain the same.
The foregoing summary of certain terms and conditions of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits |
ARC DOCUMENT SOLUTIONS, INC. ExhibitEX-10.1 2 a8-k02232018ex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTThis Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into by and between ARC Document Solutions,…To view the full exhibit click here
About ARC Document Solutions, Inc. (NYSE:ARC)
ARC Document Solutions, Inc. (ARC) is a document solutions provider for the architectural, engineering and construction (AEC) industry. The Company also provides document solutions to businesses of various types. ARC’s offerings include managed print services (MPS), offsite services, archive and information management (AIM), specialized color printing, Web-based document management applications, digital shipping/managed file transfer, and equipment and supplies sales. MPS is an onsite service where it installs a complete document solution platform in its customers’ offices and project sites. Its Offsite Services offering operates over 180 offsite service centers. AIM enables its customers to store information and intellectual property in a cloud-based and searchable digital archive. The Specialized Color Printing offering is focused on color printing, finishing and assembly of graphic materials. Its Web-Based Document Management Applications develop and offer tools to its customers.