Frank’s International N.V. (BEN) 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.
On November14, 2016, Franks International N.V. (the
Company) announced the appointment by the board
of managing directors (the Management Board) and
the board of supervisory directors (the Supervisory
Board) of Douglas Stephens to serve as President and
Chief Executive Officer, succeeding Gary P. Luquette, effective
November15, 2016. Mr.Luquette will remain an employee and serve
as a special advisor to the Company through December31, 2016 to
assist in transitioning his duties to his successor and will
remain a non-executive member of the Supervisory Board until our
next annual meeting of shareholders; he will also serve as a
consultant to the Company during the year 2017.
Mr.Stephens, age 53, previously served as President, Pressure
Pumping, of Baker Hughes Incorporated from June 2012 to November
2016.Prior to joining Baker Hughes, Mr.Stephens was Vice
President and Global Account Director at Schlumberger Limited
from June 2009 until June 2012. Previously, Mr.Stephens served in
various positions of leadership at Schlumberger and as a member
of the board of directors of Packers Plus. Mr.Stephens has over
28 years of experience in the oilfield services sector and holds
a B.A.S. in mechanical engineering from the University of British
Columbia.
to an offer letter agreement between Mr.Stephens and the Company
(the Offer Letter), Mr.Stephens will be paid an
annual base salary of $650,000 and will be eligible for an annual
incentive bonus beginning in 2017, based on performance criteria
determined by the Supervisory Board or a committee thereof with
an expected target bonus opportunity equal to 50% of his base
salary. Beginning in 2017, Mr.Stephens will be eligible to
receive, to the Companys long-term incentive plan, annual grants
of equity-based incentive awards equal to 300% of his annual base
salary. In addition, Mr.Stephens will receive an initial grant of
restricted stock units with a grant date value of $325,000 that
will vest 1/3per year on each of the first, second, and third
anniversaries of the grant date.
The Offer Letter provides that Mr.Stephens will be eligible to
participate in the Companys benefit plans and programs generally
available to the Companys senior executives, including the
Executive Change in Control Severance Plan, which provides
severance in the event of a qualifying termination following a
change in control. In connection with his employment, Mr.Stephens
will be expected to agree to certain restrictive covenants
generally applicable to other executive officers of the Company,
including non-competition and non-solicitation provisions and
customary non-disclosure and confidentiality provisions. He will
also enter into an indemnification agreement for his service as
an officer, consistent with the form of indemnity agreement
entered into by other executive officers and directors of the
Company, as previously disclosed by the Company.
The foregoing description of the Offer Letter is qualified by
reference to the full text of the Offer Letter, a copy of which
will be filed as an exhibit to the Companys Annual Report on Form
10-K for the year ended December31, 2016.
There are no other understandings or arrangements between
Mr.Stephens and any other person to which Mr.Stephens was
selected to serve as principal executive officer and president.
Mr.Stephens does not have any relationships requiring disclosure
under Item401(d) of Regulation S-K or any interests requiring
disclosure under Item404(a) of Regulation S-K.
In connection with Mr.Luquettes separation from the Company and
to a Separation, Consulting, and General Release Agreement
entered into between Mr.Luquette, the Company and its employing
subsidiary effective as of November 11, 2016 (the
Agreement), Mr.Luquette is entitled to certain
transition payments and benefits that are contingent on (a)his
execution and non-revocation of certain releases, which waive and
release claims against the Company and related parties for any
liability relating to his employment; (b)his continued employment
through December31, 2016 to help transition his duties to his
successor; (c)his service as a consultant to the Company and the
Supervisory Board for a 12-month period following his separation
date; and (d)his compliance with certain restrictive covenants,
including customary confidentiality provisions and
non-competition and non-solicitation restrictions. Such payments
and benefits under his Agreement include the following:
(i)payment of $750,000, to be provided in equal monthly payments
over the 12-month period following his separation date,
(ii)payment of an annual bonus for 2017, in the amount of
$750,000, with payment to be made in the first quarter of 2018 on
the date that annual bonuses are customarily paid by the Company;
(iii)for up to 18 months following his separation, continued
health coverage and reimbursement of premium costs under the
Companys group health plan to effectuate the same premium rate
paid
by active senior executive employees of the Company; (iv)a grant
of restricted stock units in 2017, to the Companys long-term
incentive plan, with an aggregate value on the date of grant of
$3 million, vesting ratably in three annual installments
(2017 LTIP Award); and (v)continued vesting of
his unvested restricted stock units that were granted in 2016
(2016 RSUs), as well as his 2017 LTIP Award,
during the remainder of the vesting schedule provided under each
of the applicable award agreements, subject to certain
restrictive covenants that remain in effect through the
completion of the relevant vesting schedules included therein.
The foregoing description of the Agreement is qualified by
reference to the full text of the Agreement, a copy of which will
be filed as an exhibit to the Companys Annual Report on Form 10-K
for the year ended December31, 2016.
Item7.01 Regulation FD Disclosure.
On November14, 2016, the Company issued a press release
announcing the leadership transition described in this Current
Report on Form 8-K. A copy of the press release is attached
hereto as Exhibit 99.1.
The information contained in 7.01 of this Current Report on Form
8-K, including the information contained in Exhibit 99.1 attached
hereto, shall not be deemed to be filed for purposes of section
18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to liabilities of that section, and is not
incorporated by reference into any registration statement or
other filing under the Securities Act of 1933, as amended, except
as otherwise expressly stated in such filing.
Item9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | ||
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Number |
Description of the Exhibits |
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| 99.1 | Press Release dated November 14, 2016. |
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