CHART INDUSTRIES, INC. (NASDAQ:GTLS) 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 the election of Samuel F. Thomas, the Companys current
Chairman and Chief Executive Officer, to the position of
Executive Chairman of the Company effective as of the Companys
May25, 2017 Annual Meeting of Stockholders (the 2017 Annual
Meeting) as well as the election of William C. Johnson, the
Companys current President and Chief Operating Officer, to the
position of Chief Executive Officer and President of the Company
effective as of the 2017 Annual Meeting. Compensation
arrangements for Messrs. Thomas and Johnson and other amendments
to their employment agreements to reflect the terms of service in
their new roles had not been determined as of the filing of the
Original Form 8-K. This Current Report on Form 8-K/A is being
filed solely for the purpose of amending the Original Form 8-K to
provide a brief description of the Amended and Restated
Employment Agreements (including the compensation arrangements
contained therein) entered into with Messrs. Thomas and Johnson,
each on May25, 2017, in connection with their recent elections.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May25, 2017, the Company entered into an Amended and Restated
Employment Agreement (the Thomas Employment Agreement)
with Mr.Thomas, providing certain terms and conditions in
connection with Mr.Thomas position as the Companys Executive
Chairman. The Thomas Employment Agreement amends and restates the
Employment Agreement between Mr.Thomas and the Company, dated
February26, 2008, as amended. A copy of the Thomas Employment
Agreement is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
The principal terms of the Thomas Employment Agreement provide
that:
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Mr.Thomas employment with the Company as Executive Chairman will continue until the earlier of the Companys May 2018 Annual Meeting of Stockholders or May31, 2018; |
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Consistent with his prior arrangement, Mr.Thomas salary will be $775,000 on an annualized basis; |
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Consistent with his prior arrangement, Mr.Thomas target incentive amount for 2017 under the Companys annual cash incentive program will be 50% of his salary, with a maximum opportunity of 165% of his salary. Mr.Thomas will not be eligible to receive an annual bonus under the cash incentive program for fiscal year 2018; |
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Mr.Thomas will receive a car allowance of up to $1,000 per month; and |
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Mr.Thomas will receive severance protection terms of 50% of his salary, cash incentive bonus and benefits for termination of employment occurring before January1, 2018, and 50% of his salary and benefits for termination of employment occurring after January1, 2018. |
On May25, 2017, the Company entered into an Amended and Restated
Employment Agreement (the Johnson Employment Agreement)
with Mr.Johnson, providing certain terms and conditions in
connection with Mr.Johnsons position as the Companys Chief
Executive Officer and President. The Johnson Employment Agreement
amends and restates the Employment Agreement between Mr.Johnson
and the Company, dated July13, 2016. A copy of the Johnson
Employment Agreement is attached hereto as Exhibit 10.2 and
incorporated by reference herein.
The principal terms of the Johnson Employment Agreement provide
that:
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Mr.Johnsons employment with the Company as Chief Executive Officer and President will continue until May25, 2019, subject to extension as set forth in the Johnson Employment Agreement; |
| Mr.Johnsons salary will be $710,000 on an annualized basis; |
|
Mr.Johnsons target incentive amount for 2017 under the Companys annual cash incentive program will be calculated on a pro rata basis using target amounts of 50% of his prior salary rate for the time period prior to the date of Johnson Employment Agreement and 50% of his new salary rate effective in connection with the Johnson Employment Agreement for the remainder of fiscal 2017. Starting in fiscal year 2018, Mr.Johnson will be eligible to receive an annual bonus with a target and maximum amount as determined by the Compensation Committee of the Board of Directors; |
|
Mr.Johnson will receive a car allowance of up to $1,000 per month; and |
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Mr.Johnson will receive severance protection terms of 2 times his base salary, cash incentive bonus and benefits in a non-change in control setting, and 3 times his base salary, cash incentive bonus and benefits in a change in control setting. |
The foregoing descriptions of the Thomas Employment Agreement and
Johnson Employment Agreement (together, the Employment
Agreements) are not complete and are qualified in their
entirety by reference to the respective Employment Agreements,
which are attached hereto and incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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Exhibit No. |
Description |
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| 10.1 |
Amended and Restated Employment Agreement, dated May25, 2017, between the Company and Samuel F. Thomas |
|
| 10.2 |
Amended and Restated Employment Agreement, dated May25, 2017, between the Company and William C. Johnson |
About CHART INDUSTRIES, INC. (NASDAQ:GTLS)
Chart Industries, Inc. (Chart) is a diversified manufacturer of engineered equipment for the industrial gas, energy, and biomedical industries. The Company’s equipment and engineered systems are used for low-temperature and cryogenic applications. It operates through three segments, including Energy & Chemicals (E&C), Distribution & Storage (D&S), and BioMedical. The Company’s products include vacuum insulated containment vessels, heat exchangers, cold boxes, other cryogenic components and equipment for respiratory therapy. The Company’s E&C and D&S segment’s manufacture products used primarily in energy-related and industrial applications, such as the separation, liquefaction, distribution and storage of hydrocarbon and industrial gases. The Company, through its BioMedical segment, supplies cryogenic and other equipment used in respiratory healthcare and life sciences, including biological research and animal breeding. CHART INDUSTRIES, INC. (NASDAQ:GTLS) Recent Trading Information
CHART INDUSTRIES, INC. (NASDAQ:GTLS) closed its last trading session 00.00 at 35.39 with 157,621 shares trading hands.
