COMPUTER TASK GROUP, INCORPORATED (NASDAQ:CTG) 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.
On February15, 2017, the Board of Directors of the Company (the
Board) elected Mr.Owen Sullivan as a Class II director of the
Company effective as of February16, 2017. Mr.Sullivan will hold
office until the next annual meeting of shareholders and until
his successor shall have been elected and qualified.
The Board appointed Mr.Sullivan to serve as a member of the Audit
Committee, Nominating and Corporate Governance Committee, and
Compensation Committee of the Board. The Board has affirmatively
determined that Mr.Sullivan is independent under Nasdaq listing
standards.
Mr.Sullivan is the former President of ManpowerGroups Specialty
Brands where he was responsible for all the non-traditional
staffing and consulting businesses. He retired from
ManpowerGroup, a $22 billion, Fortune 150 global leader in
innovative workforce solutions, in 2013, having served as a
member of their Executive Committee. A significant part of his
business unit included Experis, ManpowerGroups $3 billion global
business delivering professional resourcing and project-based
solutions in IT, finance and accounting, engineering and
healthcare. Prior to joining ManpowerGroup in 2003, Mr.Sullivan
served as President of the Financial Services Group of Metavante,
Inc., a $700 million leading provider of financial services
technology, until 2001. He joined Metavante in 1993 after a
fourteen-year career with IBM, serving in a progression of sales,
sales management and product marketing roles. Currently,
Mr.Sullivan serves as an independent consultant co-investing and
working with private equity firms and senior executives of middle
market companies. Additionally, Mr.Sullivan sits on the boards of
directors of Johnson Financial Group, Marquette University and
the Medical College of Wisconsin.
There are no arrangements or undertakings between Mr.Sullivan and
any other persons to which he was elected as a director of the
Company. There are no family relationships between Mr.Sullivan
and any director, executive officer or any person nominated or
chosen by the Company to become a director or executive officer,
including without limitation Mr.Daniel Sullivan. There are no
related person transactions (within the meaning of Item404(a) of
Regulation S-K promulgated by the Securities and Exchange
Commission) between Mr.Sullivan and the Company.
Mr.Sullivan will receive the same compensation for service on the
Board as that of the other non-employee directors of the Company.
Non-employee director compensation includes a retainer of $37,500
per quarter, pro-rated for the current quarter. Upon his
appointment as a director Mr.Sullivan will also be entitled to
elect to defer up to 50% of his director compensation under the
Non-Employee Director Deferred Compensation Plan. Although no set
benefits or amounts are granted under the Non-Employee Director
Deferred Compensation Plan, all amounts contributed by
participants are invested, as approved by the Compensation
Committee, and each participant is credited with the actual
earnings of the investments.
Upon his appointment to the Board, the Company intends to enter
into its standard form of indemnification agreement for directors
with Mr.Sullivan, which indemnification agreement, among other
matters, requires the Company to (1)indemnify Mr.Sullivan against
certain liabilities that may arise by reason of his status or
service as a director and (2)to advance Mr.Sullivans expenses
incurred as a result of a proceeding as to which he may be
indemnified. The indemnification agreement is intended to provide
indemnification rights to the fullest extent permitted under
applicable law, including the applicable indemnification rights
statutes in the State of New York, and is in addition to any
rights a director may have under the Companys Restated
Certificate of Incorporation and Restated By-laws. The Companys
standard form of indemnification agreement (for directors) is
filed as Exhibit 10.S to the Companys Annual Report on Form 10-K
for the year ended December31, 2015 filed with the Securities and
Exchange Commission on February23, 2016 and incorporated herein
by reference.
In connection with the appointment of Mr.Sullivan, the Board of
Directors accepted the resignation of William D. McGuire from the
Board, as a member of the Audit Committee and the, Nominating and
Corporate Governance Committee, and as the Chairman of the
Compensation Committee of the Board, effective as of February16,
2017. Mr.McGuire indicated that his resignation was not due to
any disagreement with the Company on any matter relating to the
Companys operations, policies or practices.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|
Exhibit Number |
Description |
|
| 99.1 |
Press Release dated February 16, 2017 announcing changes to board of directors. |
About COMPUTER TASK GROUP, INCORPORATED (NASDAQ:CTG)
Computer Task Group, Incorporated (CTG) is an information technology (IT) solutions and staffing services company. The Company primarily operates in the segment of providing IT services to its clients. The Company has operations in North America and Europe. The Company is engaged in providing IT services, including IT Solutions, and IT and other Staffing. CTG provides these primary services to all of the markets that it serves. The services provided encompass the IT business solution life cycle, including phases for planning, developing, implementing, managing, and maintaining the IT solution. It provides administrative or warehouse employees to clients to supplement the IT resources. The Company promotes a portion of its services through five vertical market focus areas: technology service providers, manufacturing, healthcare (which includes services provided to healthcare providers, health insurers, and life sciences companies), financial services, and diversified industrials. COMPUTER TASK GROUP, INCORPORATED (NASDAQ:CTG) Recent Trading Information
COMPUTER TASK GROUP, INCORPORATED (NASDAQ:CTG) closed its last trading session up +0.01 at 4.93 with 19,689 shares trading hands.