CafePress Inc. (NASDAQ:PRSS) 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. |
(e) 2017 Cash Bonus Plan
On March 10, 2017, the Compensation Committee (the “Committee”)
approved the adoption of the Companys 2017 cash bonus plan (the
2017 Bonus Plan). Per the 2017 Bonus Plan, the Companys executive
officers, and certain other non-executive officers, may be
eligible to receive a cash bonus expressed as a percentage of
their salary in the event the Company achieves certain business
metrics. The current base salaries for Fred E. Durham, III, the
Companys Chief Executive Officer, Phillip L. Milliner, the
Companys Chief Financial Officer, Robert D. Barton, the Companys
Chief Operating Officer, and Ekumene M. Lysonge, the Companys
Vice President, General Counsel and Secretary are $300,000,
$250,000, $225,000, and $240,000, respectively. Payouts under the
2017 Bonus Plan will be earned by achievement of payout targets,
with 50% payable upon the achievement of certain minimum target
levels, and 200% payable upon the achievement of certain maximum
target levels. The bonus payout percentage was set at 75%, 50%,
50% and 40% of base salary for Mr. Durham, Mr. Milliner, Mr.
Barton, and Mr. Lysonge, respectively. For each of Mr. Durham,
Mr. Milliner, Mr. Barton and Mr. Lysonge, the target business
metrics used are based on the Companys Adjusted EBITDA
performance.
approved the adoption of the Companys 2017 cash bonus plan (the
2017 Bonus Plan). Per the 2017 Bonus Plan, the Companys executive
officers, and certain other non-executive officers, may be
eligible to receive a cash bonus expressed as a percentage of
their salary in the event the Company achieves certain business
metrics. The current base salaries for Fred E. Durham, III, the
Companys Chief Executive Officer, Phillip L. Milliner, the
Companys Chief Financial Officer, Robert D. Barton, the Companys
Chief Operating Officer, and Ekumene M. Lysonge, the Companys
Vice President, General Counsel and Secretary are $300,000,
$250,000, $225,000, and $240,000, respectively. Payouts under the
2017 Bonus Plan will be earned by achievement of payout targets,
with 50% payable upon the achievement of certain minimum target
levels, and 200% payable upon the achievement of certain maximum
target levels. The bonus payout percentage was set at 75%, 50%,
50% and 40% of base salary for Mr. Durham, Mr. Milliner, Mr.
Barton, and Mr. Lysonge, respectively. For each of Mr. Durham,
Mr. Milliner, Mr. Barton and Mr. Lysonge, the target business
metrics used are based on the Companys Adjusted EBITDA
performance.
The above description of the 2017 Bonus Plan does not purport to
be complete and is qualified in its entirety by reference to a
summary of such plan which is filed as Exhibit 10.1 hereto.
be complete and is qualified in its entirety by reference to a
summary of such plan which is filed as Exhibit 10.1 hereto.
2017 EEIP Grants to NEOs
On March 10, 2017, the Committee also approved 2017 awards under
the Companys Executive Equity Incentive Program (the EEIP), to
which the Companys named executive officers (NEOs) and others may
earn variable equity earn-outs based on the Company achieving
certain key performance metrics over a 36-month period from
January 1, 2017 through December 31, 2019 (the Performance
Period). The EEIP was adopted, in 2016, under the Companys 2012
Stock Incentive Plan, which was previously approved by the
stockholders of the Company. A summary of the terms and
applicable award opportunities granted by the Committee to each
of Mr. Durham, Mr. Milliner, Mr. Barton and Mr. Lysonge is
provided below. The summary of the terms of the EEIP below does
not purport to be complete and is qualified in its entirety by
references to the Form of Restricted Stock Unit (RSU), Form of
Nonstatutory Stock Option (NSO) and Form of Performance-Based
Restricted Stock Unit (PSU) agreements attached as Exhibits
10.1A, 10.1B, and 10.1C, which are incorporated herein by
reference.
the Companys Executive Equity Incentive Program (the EEIP), to
which the Companys named executive officers (NEOs) and others may
earn variable equity earn-outs based on the Company achieving
certain key performance metrics over a 36-month period from
January 1, 2017 through December 31, 2019 (the Performance
Period). The EEIP was adopted, in 2016, under the Companys 2012
Stock Incentive Plan, which was previously approved by the
stockholders of the Company. A summary of the terms and
applicable award opportunities granted by the Committee to each
of Mr. Durham, Mr. Milliner, Mr. Barton and Mr. Lysonge is
provided below. The summary of the terms of the EEIP below does
not purport to be complete and is qualified in its entirety by
references to the Form of Restricted Stock Unit (RSU), Form of
Nonstatutory Stock Option (NSO) and Form of Performance-Based
Restricted Stock Unit (PSU) agreements attached as Exhibits
10.1A, 10.1B, and 10.1C, which are incorporated herein by
reference.
2017 EEIP Awards
The purpose of the EEIP is to provide the eligible participants,
including the NEOs, with long-term incentives on a regular and
predictable basis.
including the NEOs, with long-term incentives on a regular and
predictable basis.
The EEIP is intended to be a variable incentive program under the
Companys 2012 Stock Incentive Plan. Eligible participants (as
determined by the Committee) may be members of the Companys
senior executive team and/or such other executives and key
contributors as the Committee may designate from time to time. No
employee of the Company will have an automatic right to
participate in the EEIP.
Companys 2012 Stock Incentive Plan. Eligible participants (as
determined by the Committee) may be members of the Companys
senior executive team and/or such other executives and key
contributors as the Committee may designate from time to time. No
employee of the Company will have an automatic right to
participate in the EEIP.
Awards granted to eligible employees under the EEIP may be in the
form of a RSU, PSU, NSO or Performance-Based Stock Option
(“PSO”). As and to the extent determined by the Committee as part
of the annual compensation planning process for participants, the
Companys Chief Executive Officer (CEO) may participate in the
EEIP, as it may be amended from time to time.
form of a RSU, PSU, NSO or Performance-Based Stock Option
(“PSO”). As and to the extent determined by the Committee as part
of the annual compensation planning process for participants, the
Companys Chief Executive Officer (CEO) may participate in the
EEIP, as it may be amended from time to time.
EEIP – 2017 Awards
On Friday, March 10, 2017, the Committee approved awards to each
of Mr. Durham, Mr. Milliner, Mr. Barton and Mr. Lysonge. The
awards included RSUs, NSOs and PSUs to acquire that number of
shares of our common stock as follows:
of Mr. Durham, Mr. Milliner, Mr. Barton and Mr. Lysonge. The
awards included RSUs, NSOs and PSUs to acquire that number of
shares of our common stock as follows:
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Executive Name
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RSUs
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NSOs
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PSUs
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Fred E. Durham, III
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120,000
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224,000
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65,407
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Phillip L. Milliner
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44,000
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82,000
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36,337
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Robert D. Barton
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38,000
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66,000
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32,703
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Ekumene M. Lysonge
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34,000
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62,000
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27,907
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RSUs
With respect to the RSUs, for the awards noted above, the vesting
date (each a Vesting Date) for the RSUs shall be: one sixteenth
(1/16) of the RSUs will vest March 31, June 30, September 30, and
December 31, of 2017, 2018, 2019, and 2020, respectively. The
Company intends to settle the vested RSUs in shares of Company
common stock.
date (each a Vesting Date) for the RSUs shall be: one sixteenth
(1/16) of the RSUs will vest March 31, June 30, September 30, and
December 31, of 2017, 2018, 2019, and 2020, respectively. The
Company intends to settle the vested RSUs in shares of Company
common stock.
Treatment of RSUs upon certain events of termination and change
in control are provided in the RSU Agreement. Subject to special
consideration given for such different termination, a participant
must be currently employed by the Company (or one of its
subsidiaries, if any) on a Vesting Date to vest in a RSU award
that vest on such Vesting Date.
in control are provided in the RSU Agreement. Subject to special
consideration given for such different termination, a participant
must be currently employed by the Company (or one of its
subsidiaries, if any) on a Vesting Date to vest in a RSU award
that vest on such Vesting Date.
NSOs
With respect to the NSOs, for the awards noted above, the vesting
date (each a Vesting Date) for the NSOs shall be: ratably monthly
in 2017, 2018, 2019, and 2020, respectively.
date (each a Vesting Date) for the NSOs shall be: ratably monthly
in 2017, 2018, 2019, and 2020, respectively.
Treatment of NSOs upon certain events of termination and change
in control are provided in the NSO Agreement. Subject to special
consideration given for such different termination, a participant
must be currently employed by the Company (or one of its
subsidiaries, if any) on a Vesting Date to vest in a NSO award
that vest on such Vesting Date.
in control are provided in the NSO Agreement. Subject to special
consideration given for such different termination, a participant
must be currently employed by the Company (or one of its
subsidiaries, if any) on a Vesting Date to vest in a NSO award
that vest on such Vesting Date.
PSUs
With respect to the PSUs, for purposes of the EEIP, with respect
to the awards listed above, performance will be evaluated using
the following two measures (the “Performance Metrics”) (assessed
annually for pro-rata vesting and cumulatively over the
Performance Period as of the end of the Performance Period:
to the awards listed above, performance will be evaluated using
the following two measures (the “Performance Metrics”) (assessed
annually for pro-rata vesting and cumulatively over the
Performance Period as of the end of the Performance Period:
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1)
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Adjusted Earnings before Interest, Tax, Depreciation and
Amortization (Adjusted EBITDA) (50% weight). |
Cumulative Adjusted EBITDA, i.e. the sum of Adjusted EBITDA over
the Performance Period relative to the goals set for each
measurement period, will be derived from the Companys
consolidated financial statements prepared to GAAP as in effect
from time to time and reported in the Companys annual report on
Form 10-K, or on Form 10-Q;
the Performance Period relative to the goals set for each
measurement period, will be derived from the Companys
consolidated financial statements prepared to GAAP as in effect
from time to time and reported in the Companys annual report on
Form 10-K, or on Form 10-Q;
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2)
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Free Cash Flow (50% weight).
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Cumulative Free Cash Flow (defined by the Company as operating
cash flow minus capital expenditures, for a reporting period)
over the Performance Period will also be derived from the
Companys consolidated financial statements prepared in accordance
with GAAP, as in effect from time to time and reported in the
Companys annual report on Form 10-K, or on Form 10-Q.
cash flow minus capital expenditures, for a reporting period)
over the Performance Period will also be derived from the
Companys consolidated financial statements prepared in accordance
with GAAP, as in effect from time to time and reported in the
Companys annual report on Form 10-K, or on Form 10-Q.
The maximum number of PSUs that may be earned during the
Performance Period is 50%. The Committee will review performance
achieved on each Performance Metric annually and at the end of
the Performance Period. The earn-out for each Performance Metric
will be determined by a curve. Achievement between points will be
interpolated.
Performance Period is 50%. The Committee will review performance
achieved on each Performance Metric annually and at the end of
the Performance Period. The earn-out for each Performance Metric
will be determined by a curve. Achievement between points will be
interpolated.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this Current Report on
Form 8-K:
Form 8-K:
10.1 2017 Cash Bonus Plan
10.1A Form of Restricted Stock Unit Agreement
10.1B Form of Nonstatutory Stock Option Agreement
10.1C Form of Performance-Based Restricted Stock Unit Agreement
About CafePress Inc. (NASDAQ:PRSS)
CafePress Inc. is an online retailer of personalized products offering various gifts and accessories, including t-shirts and apparel, mugs and drinkware, and home goods, such as custom shower curtains and bed coverings. The Company conducts its business on its primary United States-based domain, CafePress.com, and also operates CafePress branded Websites for the markets in the United Kingdom, Canada and Australia. It also sells CafePress branded products through other online retail partners. Its products are customized with designs contributed through various means, including crowd-sourced user generated content, stock art licenses and licensed content relationships with entertainment companies and brands. Its facility in Louisville, Kentucky has technology and manufacturing processes that enables it to provide customized products that are individually built to order. The Company’s processes enable it to produce a range of merchandise. CafePress Inc. (NASDAQ:PRSS) Recent Trading Information
CafePress Inc. (NASDAQ:PRSS) closed its last trading session down -0.14 at 3.05 with 15,612 shares trading hands.