CINCINNATI BELL INC. (NYSE:CBB) 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.
that Theodore H. Torbeck, Chief Executive Officer, will retire
from his position as Chief Executive Officer to be effective May
31, 2017. Mr. Torbeck will remain as a Director of the Company
following his retirement as an employee of the Company.
age 44, currently President and Chief Operating Officer, has been
elected President and Chief Executive Officer, effective May 31,
2017.
positions of increasing responsibility at the Company including:
President and Chief Operating Officer (September 2016-present);
Chief Financial Officer (October 2013-September 2016); Chief
Administrative Officer (July 2013-October 2013); Senior Vice
President of Finance and Operations (December 2012-July 2013);
and Vice President of Finance at Cincinnati Bell Technology
Solutions Inc. (October 2008-December 2012).
salary of $650,000. He will participate in the Companys annual
performance-based incentive program with a bonus target award
equal to $650,000, and he will receive equity grants under the
Companys long-term incentive program equal to $1,450,000 for 2017
and on the same terms as other executive officers. Mr. Fox will
participate in all elements of the Companys executive
compensation and benefit programs.
Officer, the Company entered into an Amended and Restated
Employment Agreement (the Fox Employment Agreement) with Mr. Fox,
effective as of March 1, 2017 (the Fox Effective Date). Any prior
agreements or understandings with respect to Mr. Foxs employment
by the Company are cancelled as of the Fox Effective Date of the
Fox Employment Agreement; however, except as otherwise provided
in Section 13 of the Fox Employment Agreement, all stock options,
restricted shares and other long-term incentive awards granted to
Mr. Fox prior to the Fox Effective Date, benefit plans in which
Mr. Fox is eligible for participation and any Company policies to
which Mr. Fox is subject shall continue in effect in accordance
with their respective terms and shall not be modified, amended or
cancelled by the Fox Employment Agreement.
Agreement is identical to Mr. Foxs previous employment agreement,
effective September 1, 2016:
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The duties and title of Mr. Fox in Section 3A are changed
to those of the president and chief executive officer. |
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Mr. Foxs base salary in Section 4.A. is increased to
$650,000 per annum. |
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Mr. Foxs annual bonus target in Section 4.B. is increased
to $650,000. |
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The period during which Mr. Fox is subject to a
non-competition covenant is increased to two years following the cessation of his employment from one year as set forth in Section 11. |
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The amount that Mr. Fox receives upon a change in control
is increased to 2.99 times his annual base salary from 2.50 times his annual base salary as set forth in Section 13.E(i). |
its entirety by reference to the Fox Employment Agreement, a
copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.1 and incorporated herein by reference.
any compensation payments as an employee of the Company.
However, in lieu of any 2017 long-term incentive plan award and
any compensation for consulting services during the remainder
of 2017, the Board has approved a one-time, annual bonus with a
target of $1,000,000 to be determined in January 2018 based on
the achievement of certain performance measures. This one-time
bonus would be tied to the same performance metrics that apply
to the rest of the Company senior management team (i.e.,>60%
Adjusted EBIDTA, 20% Company revenue and 20% individual
performance). Thus, for 2017, Mr. Torbecks total compensation
would consist of his base salary paid through the date of his
retirement plus this one-time bonus, if earned.
the election and appointment of Mr. Fox and the changes to Mr.
Torbecks role. A copy of the press release is furnished as
Exhibit 99.1 to this report.
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Exhibit No.
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Exhibit Description
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10.1
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Amended and Restated Employment Agreement between
Cincinnati Bell Inc. and Leigh R. Fox effective as of March 1, 2017 |
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99.1
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Press Release issued on March 2, 2017
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About CINCINNATI BELL INC. (NYSE:CBB)
Cincinnati Bell Inc., along with its subsidiaries, provides diversified telecommunications and technology services. The Company operates through two segments. The Entertainment and Communications segment provides products and services, such as high-speed Internet, data transport local voice, long distance, voice over Internet protocol (VoIP), video and other services. Cincinnati Bell Telephone Company LLC, a subsidiary of the Company, is the incumbent local exchange carrier (ILEC) for a geography that covers a radius of approximately 25 miles around Cincinnati, Ohio, and includes parts of northern Kentucky and southeastern Indiana. The IT Services and Hardware segment provides a range of managed IT solutions, including managed telephony, network and infrastructure services, equipment sales and professional IT staffing services. The Company has interest in CyrusOne Inc., which operates carrier-neutral data center properties. CINCINNATI BELL INC. (NYSE:CBB) Recent Trading Information
CINCINNATI BELL INC. (NYSE:CBB) closed its last trading session down -0.65 at 19.00 with 352,184 shares trading hands.
