CENVEO, INC. (NYSE:CVO) 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.

Incentive Plan

On December 5, 2017, the board of directors of Cenveo, Inc. (the “Company”) adopted an incentive compensation plan for fiscal year 2018 (the “Incentive Plan”) that applies to each of the Company’s named executive officers, Robert G. Burton, Sr., Robert G. Burton, Jr., Scott J. Goodwin, Michael G. Burton and Ian R. Scheinmann (each, an “NEO”), as well as certain members of the Company’s senior management team (collectively with the NEOs, the “Participants”).

The Incentive Plan will commence on January 1, 2018. Under the terms of the Incentive Plan, each Participant is eligible to earn quarterly cash payments based on the Company’s achievement of certain quarterly performance goals (the “Target Goal”). Each NEO will receive (i) 75% of his target payment under the Incentive Plan (the “Target Payment”) if the Company achieves 80% of the Target Goal; (ii) 50% of the Target Payment if the Company achieves 50% of the Target Goal; and (iii) 125% of the Target Payment if the Company achieves 133% of the Target Goal. Each NEO’s target bonus under the Incentive Plan is equal to such NEO’s target bonus under the Company’s 2017 annual bonus plan.

The Incentive Plan includes a “catch-up” feature to which Participants may earn a cumulative payment (reduced by payments previously made under the Incentive Plan) if the Company achieves cumulative performance metrics through the end of the applicable quarter. The Company will determine the performance metrics for 2018 in the future.

Letter Agreements

On December 5, 2017 the board of directors of the Company approved, and on December 7, 2017 the Company entered into, certain letter agreements (collectively, the “Letter Agreements”) with each of the NEOs and certain of the other Participants.

Under the Letter Agreements, each of the NEOs will receive a one-time cash payment equal to 40% with respect to Mr. Burton, Sr. and 60% with respect to the other NEOs’ current annual base salary (the “Retention Bonus”), and certain other Participants will receive varying percentages. Each Participant (including, for the avoidance of doubt, each NEO) is required to repay the after tax value of the Retention Bonus (as defined in the Letter Agreements) if the Participant’s employment is terminated before December 31, 2018 for any reason other than (i) if the Participant resigns with Good Reason (as defined in the Letter Agreements), (ii) by the Company without Cause (as defined in the Letter Agreements) or (iii) upon the death or disability of the Participant.

About CENVEO, INC. (NYSE:CVO)

Cenveo, Inc. is a diversified manufacturing company focused on print-related products. The Company’s portfolio of products includes envelope converting, commercial printing and label manufacturing. The Company operates through three segments: Envelope, Print and Label. The Company’s Envelope segment offers direct mail products used for customer solicitations and transactional envelopes used for billing and remittance by end users, including financial institutions, insurance companies and telecommunications companies. The Company’s Print segment provides a range of print offerings to its customers, including electronic prepress, digital asset archiving, direct-to-plate technology, color printing on Web and sheet-fed presses, digital printing and content management. The Company’s Label segment specializes in the design, manufacturing and printing of labels, such as custom labels, overnight packaging labels and pressure-sensitive prescription labels.