• SEC Filings

(b), (c), (e)On November 17, 2017, Shawn A. Jenkins stepped down as Chief Executive Officer of Benefitfocus, Inc. (the “Company”), effective December 31, 2017.Beginning January 1, 2018, he will assume the role of Senior Advisor for Innovation of the Company.Mr. Jenkins’ transition is not related to any disagreement with the Company on any matter relating to Company’s operations, but is for personal reasons.

to a new employment agreement between Mr. Jenkins and the Company, effective January 1, 2018, Mr. Jenkins’ employment as Senior Advisor for Innovation of the Company will be “at will” during its term, which will end on June 30, 2020.As Senior Advisor for Innovation, Mr. Jenkins will be paid a salary of $100,000 per year. In addition, on the first calendar day of each quarter during the term of his new employment agreement, Mr. Jenkins will be granted an equity award of fully vested restricted stock valued at $50,000.If the Company terminates Mr. Jenkins for “cause” (as such term is defined in the new employment agreement) or Mr. Jenkins resigns, he will be paid his salary and equity compensation under the new employment agreement up to the termination date.If Mr. Jenkins’ employment terminates due to his death, the Company terminates Mr. Jenkins without “cause,” or Mr. Jenkins’ employment ends due to the expiration of the new employment agreement’s term, Mr. Jenkins will receive his salary and equity compensation under the new employment agreement until June 30, 2020 and all of Mr. Jenkins’ outstanding unvested equity awards will accelerate in full.The material terms of Mr. Jenkins’ previously granted equity awards otherwise remain unchanged. to the new employment agreement, Mr. Jenkins will be subject to a confidentiality covenant and one year non-competition covenant.

On November 17, 2017, the Company’s Board of Directors (the “Board”) appointed Raymond A. August to the additional role of Chief Executive Officer (principal executive officer) of the Company, effective January 1, 2018.Mr. August will remain President of the Company. to an amendment to Mr. August’s employment agreement, Mr. August will be paid an annual salary of $500,000 beginning January 1, 2018.He will be eligible to participate in the Company’s Management Incentive Bonus Program with a target bonus of 50% of his base salary.Mr. August also will receive a one-time grant of restricted stock units (“RSUs”) valued at $1,500,000, vesting in five equal annual installments beginning on the first anniversary of the date of grant, subject to continued employment.Under the amendment, Mr. August will receive an annual equity grant valued at $2,000,000.Half of this grant will be made in RSUs vesting in four equal annual installments beginning on the first anniversary of the date of grant, subject to continued employment.The other half of the grant will be made in performance-based RSUs, the maximum number of which will vest upon the achievement of annual Company targets to be determined by the Board’s Compensation Committee, such vesting to occur in four equal annual installments beginning on first anniversary of the date of grant if the performance metrics are met and subject to continued employment. to the amendment, if Mr. August is terminated by the Company without “cause” (as such term is defined in the amendment), then the time-based portion of any outstanding equity awards granted to the amendment that would have vested in the following twelve months will accelerate.The material terms of Mr. August’s employment agreement and outstanding equity awards otherwise remain unchanged.

Information regarding Mr. August’s business experience is included in the Company’s Form 8-K filed with the SEC on April 8, 2015 and is incorporated herein by reference.Mr. August, age 56, has no familial relationships with any executive officer or director of the Company.Other than his employment by the Company, there have been no transactions in which the Company has participated and in which Mr. August had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

The foregoing summary of the material terms of Mr. Jenkins’ new employment agreement and the amendment to Mr. August’s employment agreement are subject to the full and complete terms of the

agreements which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.A copy of the press release regarding the above matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Benefitfocus,Inc. Exhibit
EX-99.1 2 bnft-ex991_6.htm EX-99.1 bnft-ex991_6.htm Exhibit 99.1     Benefitfocus,…
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About BENEFITFOCUS, INC. (NASDAQ:BNFT)

Benefitfocus, Inc. (Benefitfocus) provides cloud-based benefits software solutions for consumers, employers, insurance carriers and brokers. The Benefitfocus Platform allows how organizations and individuals shop for, enroll in, manage and exchange benefits. It operates through two business segments: Employer, which derives its revenue from customers that use the Company’s services for the provision of benefits to their employees, and administrators acting on behalf of employers, Carrier, which derives its revenue from insurance companies that provide coverage at their own risk. Its products and services for Insurance Carriers include Marketplaces; eEnrollment; eExchange; Core & Advanced Analytics; Integrations; Implementation Services, and Benefits Service Center. Its products and services for employers include Benefitfocus Marketplace, Communication Portal, Benefitstore, Video, ACA Compliance & Reporting, eBilling & Payment, Implementation Services and Benefits Service Center.