Donnelley Financial Solutions, Inc. (NYSE:DFIN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
| (a) | Adoption of Executive Severance Plan. |
On May30, 2017, Donnelley Financial Solutions, Inc. (the Company)
adopted the Donnelley Financial Solutions, Inc. Executive
Severance Plan (the Severance Plan), which provides severance
benefits under certain circumstances to Severance Plan
participants selected by the Compensation Committee of the Board
of Directors (the Committee). The new Plan will apply to Thomas
F. Juhase (Executive Vice President, Chief Operating Officer),
David A. Gardella (Executive Vice President, Chief Financial
Officer), Jennifer B. Reiners (Executive Vice President, General
Counsel) and Kami S. Turner (Executive Vice President, Chief
Accounting Officer), as well as other executives of the Company
as approved by the Committee. The participating officers
described above have agreed to waive any existing severance
rights under their employment or severance agreements, as
applicable, and they shall not be entitled to duplicative
benefits. The Severance Plan will not apply to the Companys Chief
Executive Officer, Daniel N. Leib, whose severance entitlements
will continue to be governed by the terms of his employment
agreement, as set forth in Exhibit 10.5 to the Form 8-K filed by
the Company on October3, 2016, as amended as set forth in Exhibit
99.1 to the Form 8-K filed by the Company on October27, 2016.
Under the Severance Plan, if an eligible participant is
terminated by the Company without cause (as defined in the
Severance Plan), the participant will be entitled to (i)a
severance payment equal to one times (one and one-half times in
the case of Mr.Juhase) the sum of the participants base salary
and target annual bonus for the year of termination, (ii)a
pro-rata annual bonus based on actual performance for the year of
termination, (iii)payment of the participants annual bonus for
the year prior to termination, if unpaid, and (iv)medical, dental
and vision insurance benefit continuation/COBRA coverage for one
year.
If a participants employment is terminated by the Company without
cause or if the participant terminates his or her employment for
good reason (as defined in the Severance Plan) (a Qualifying
Termination), in either case, within three months prior to or two
years following a change in control (as defined in the Severance
Plan), then instead of receiving the benefits described above,
the participant will be entitled to (i)a severance payment equal
to one and one-half times the sum of the participants base salary
and target annual bonus for the year of termination, (ii)a
pro-rata target annual bonus for the year of termination,
(iii)payment of the participants annual bonus for the year prior
to termination, if unpaid, and (iv)medical, dental and vision
insurance benefit continuation/COBRA coverage for 18 months. In
addition, upon a change in control, any unvested
performance-based equity awards granted after May30, 2017 will be
deemed earned at the target performance level with respect to all
open performance periods and will continue to be subject to
time-based vesting in accordance with the original performance
period, but will vest upon a Qualifying Termination. All other
equity or cash-based awards held by the participant will also
vest in full upon a Qualifying Termination following a change in
control.
If any payments or benefits under the Severance Plan or otherwise
would cause a participant to become subject to the excise tax
imposed under section 4999 of the Internal Revenue Code, then
those payments and benefits will be reduced to the amount that
would not cause the participant to be subject to the excise tax
if such a reduction would put the participant in a better
after-tax position than if the participant were to pay the tax.
All payments and other benefits under the Severance Plan are
conditioned on the participants granting of a release and
compliance with certain non-competition, non-solicitation,
non-disparagement and confidentiality covenants.
The foregoing description of the Severance Plan is a summary and
is qualified in its entirety by reference to the full text of the
Severance Plan, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
| (b) |
Waiver of Existing Severance Rights; Amendment of Certain Award Agreements. |
Effective as of June1, 2017,June5, 2017 and May31, 2017, each of
Mr.Juhase, Mr.Gardella and Ms.Reiners, respectively, who are
named executive officers of the Company, (i)entered into a Waiver
of Severance Benefits (the Waivers) to waive pre-existing
severance rights under their employment and severance agreements,
as applicable and (ii)commenced participation in the Severance
Plan. The Waivers also amend the award agreements for each of the
executives grant of performance restricted stock awarded March2,
2017 to provide that upon a change in control (as defined in the
award agreements), each performance condition shall be deemed met
at the target performance level (instead of actual performance)
with respect to each open performance period. Mr.Leib and
Ms.Turner entered into amendments to their March2, 2017
performance restricted stock award to reflect the foregoing
change.
The foregoing description of the Waivers is a summary and is
qualified in its entirety by reference to the full text of the
Waivers, which are attached hereto as Exhibits 10.2, 10.3 and
10.4 and incorporated herein by reference.
Item9.01. Financial Statements and Exhibits
| (d) | Exhibits |
|
Exhibit No. |
Description of Exhibit |
|
| 10.1 | Donnelley Financial Solutions, Inc. Executive Severance Plan | |
| 10.2 |
Waiver of Severance Benefits, dated as of June1, 2017, by and between Thomas F. Juhase and Donnelley Financial Solutions, Inc. |
|
| 10.3 |
Waiver of Severance Benefits, dated as of June5, 2017, by and between David A. Gardella and Donnelley Financial Solutions, Inc. |
|
| 10.4 |
Waiver of Severance Benefits, dated as of May31, 2017, by and between Jennifer B. Reiners and Donnelley Financial Solutions, Inc. |
|
| 10.5 | Form of Amendment to Performance Restricted Stock Award |
About Donnelley Financial Solutions, Inc. (NYSE:DFIN)
Donnelley Financial Solutions, Inc. is a financial communications services company that supports global capital markets compliance and transaction needs for its corporate clients and their advisors (such as law firms and investment bankers), and global investment markets compliance and analytics needs for mutual fund companies, variable annuity providers and broker/dealers. The Company provides content management, multi-channel content distribution, data management and analytics services, collaborative workflow and business reporting tools, and translations and other language services in support of its clients’ communications requirements. The Company operates in two business segments: United States and International. The United States segment consists of three reporting units: capital markets, investment markets, and language solutions and other. The International segment includes its operations in Asia, Europe, Latin America and Canada.