ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2017, Ascent Capital Group, Inc. (the “Company”) and Mr. Michael R. Meyers, the current Senior Vice President and Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of Monitronics International, Inc., a wholly-owned operating subsidiary of the Company (“MONI”), entered into an employment agreement, dated September 15, 2017 (the “2017 Meyers Agreement”). The 2017 Meyers Agreement will supersede the Employment Agreement, dated September 30, 2011 (as amended on July 20, 2015, the “Original Meyers Agreement”), between the Company and Mr. Meyers when the Company’s and MONI’s next Chief Financial Officer, Fred Albert Graffam III, commences employment with the Company and MONI (the “Effective Date”). The 2017 Meyers Agreement provides for Mr. Meyers’ agreed retirement and sets forth the terms and conditions of Mr. Meyers’ employment solely as a senior executive advisor to the Company through January 1, 2019 (the “Amended Term”).
The compensation and benefits payable to the 2017 Meyers Agreement are conditioned on Mr. Meyers’ execution without revocation of a general waiver and release. During the Amended Term, Mr. Meyers’ annual base salary will be reduced to $25,000 per year. In addition, the 2017 Meyers Agreement provides for (i) a lump sum cash severance payment of $680,000 plus accrued but unused vacation and (ii) a prorated 2017 bonus payment of $50,000, both payable on the 30th day following the Effective Date. Mr. Meyers will not be eligible for any other bonuses during the Amended Term. During the Amended Term, Mr. Meyers will continue to be eligible for benefits available to other similarly situated employees. Upon a termination by the Company (with or without cause), which includes the expiration of the Amended Term, or a termination by Mr. Meyers, the 2017 Meyers Agreement provides that (i) Mr. Meyers will continue to receive coverage under the Company’s health insurance plan at the active employee rate (the “Benefit Payments”) until the earlier of (x) 12 months following his termination date and (y) the expiration of the coverage period specified in COBRA (the “Reimbursement Period”), or (ii) in the Company’s sole discretion, the Company will reimburse Mr. Meyers the amount of the Benefit Payments on a monthly basis during the Reimbursement Period upon receipt of proof of Mr. Meyers’ payment of the full COBRA premium; provided, however, that the Company’s payment obligations under this arrangement will cease if Mr. Meyers becomes eligible during the Reimbursement Period for substantially comparable health benefits under the plan of a subsequent employer. If Mr. Meyers’ employment during the Amended Term is terminated without cause or due to death or disability, the 2017 Meyers Agreement provides for payment of accrued but unpaid base salary, reimbursement of incurred expenses and for his equity awards to be governed by the terms of the applicable award agreement and plan document.
About ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA)
Ascent Capital Group, Inc. is a holding company. The Company’s segments include Monitronics, LiveWatch and Other Activities. The Company’s subsidiaries include Monitronics International, Inc. (Monitronics) and LiveWatch Security, LLC (LiveWatch). Monitronics provides a range of residential security services, including hands-free two-way interactive voice communication with the monitoring center, cellular options, and an interactive service option, which allows the customer to control their security system remotely using a computer or smart phone. Monitronics performs monitoring services for subscribers located in all 50 states, the District of Columbia, Puerto Rico and Canada. LiveWatch is a do-it-yourself (DIY) home security provider offering professionally monitored security services through a direct-to-consumer sales channel. LiveWatch offers a differentiated go-to-market strategy through direct response television, Internet and radio advertising.
