AVID TECHNOLOGY, INC. (NASDAQ:AVID) 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 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
the board of directors of Avid Technology, Inc. (the Company)
approved the grant of restricted stock units (RSUs) to our named
executive officers (NEOs) (see table below), with 50% of the RSUs
subject to performance-based vesting and 50% of the RSUs subject
to time-based vesting. The award of the performance-based RSUs
disclosed in the table below is subject to the approval by the
Companys stockholders of an amendment to the Companys 2014 Stock
Incentive Plan (the 2014 Plan), including an increase in the
number of shares authorized under the 2014 Plan, at the Companys
2017 Annual Meeting of Stockholders. In the event that such an
amendment to the 2014 Plan is not approved by the Companys
stockholders, the performance-based RSUs will be cancelled.
first anniversary of the grant date and an additional 8.33% will
vest at the end of each three-month period, starting from the
first anniversary of the grant date and ending when the
time-vested portion has been fully vested.
achieves a target Conversion Rate (described below) for 2017
(with partial vesting if the Conversion Rate exceeds a threshold
based on the Companys Conversion Rate for 2014), or (2) the
closing price of the Companys common stock, as reported on
NASDAQ, equals or exceeds a threshold level (the stock price
hurdle) for at least 20 consecutive days in 2017, 2018 or 2019.
Free Cash Flow by Adjusted EBITDA. Adjusted Free Cash Flow and
Adjusted EBITDA are non-GAAP financial measures. We define
Adjusted EBITDA as net income or loss before interest, taxes,
depreciation, stock-based compensation, and amortization,
adjusted for certain non-operating charges, such as
restructuring, mergers and acquisitions, and management change
expenses (among others). We define Adjusted Free Cash Flow as
operating cash flow less capital expenditures where operating
cash flow excludes certain non-operating charges such as, among
others, restructuring, merger and acquisition and management
change expenses. The extent to which the Company achieves the
target and/or threshold Conversion Ratio for 2017 will be
determined by the Companys board of directors or a duly
authorized committee in 2018, after the publication of the
Companys audited financial statements for the year ending
December 31, 2017.
$9.26 for 2019.
or other agreement provides otherwise, vesting of
performance-based RSUs is conditioned on the NEO being employed
by the Company on the date the final vesting determination is
made. Any RSUs that have not vested by January 1, 2020, will be
forfeited. RSUs that vest will be settled in shares of the
Companys common stock.
|
Employee Name
|
Title
|
No. of time based RSUs
|
No. of performance based RSUs
|
|
Louis Hernandez, Jr.
|
Chief Executive Officer
|
294,117
|
294,117
|
|
Brian Agle
|
SVP and Chief Financial Officer
|
88,235
|
88,235
|
|
Jeff Rosica
|
President
|
98,039
|
98,039
|
|
Jason A. Duva
|
SVP Strategic Initiatives and General Counsel
|
49,019
|
49,019
|
|
Dana Ruzicka
|
VP and Chief Product Officer
|
40,196
|
40,196
|
About AVID TECHNOLOGY, INC. (NASDAQ:AVID)
Avid Technology, Inc. is a provider of an open and integrated technology platform, along with applications and services that enable the creation, distribution and monetization of audio and video content. The Company develops, markets, sells and supports software and hardware for digital media content production, management, secured content storage and distribution. The Company’s products are used in production and post-production facilities; film studios; network, affiliate, independent and cable television stations; recording studios; live-sound performance venues; advertising agencies; government and educational institutions; corporate communication departments, and by independent video and audio creative professionals, as well as aspiring professionals and enthusiasts. Projects produced using its products include feature films, television programs, live events, news broadcasts, commercials, music, video and other digital media content. AVID TECHNOLOGY, INC. (NASDAQ:AVID) Recent Trading Information
AVID TECHNOLOGY, INC. (NASDAQ:AVID) closed its last trading session up +0.02 at 5.15 with 275,611 shares trading hands.