FTD Companies, Inc. (NASDAQ:FTD) 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
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 6, 2017, the compensation committee (the Committee) of
the board of directors (the Board) of FTD Companies, Inc. (the
Company) adopted the FTD Companies, Inc. 2017 Management Bonus
Plan (the Bonus Plan). The Bonus Plan is an incentive program
under the incentive bonus program and the stock issuance program
of the Companys stockholder-approved Amended and Restated 2013
Incentive Compensation Plan (as last amended and restated as of
June 9, 2015, the 2013 ICP).
the board of directors (the Board) of FTD Companies, Inc. (the
Company) adopted the FTD Companies, Inc. 2017 Management Bonus
Plan (the Bonus Plan). The Bonus Plan is an incentive program
under the incentive bonus program and the stock issuance program
of the Companys stockholder-approved Amended and Restated 2013
Incentive Compensation Plan (as last amended and restated as of
June 9, 2015, the 2013 ICP).
The Committee has the discretion to determine the portion of the
bonus awards to be paid in cash and the portion to be paid in
common stock of the Company, which common stock would be issued
directly as vested shares under the stock issuance program of the
2013 ICP.
bonus awards to be paid in cash and the portion to be paid in
common stock of the Company, which common stock would be issued
directly as vested shares under the stock issuance program of the
2013 ICP.
For each participant, bonus awards are tied to corporate
performance goals based on the Companys revenue and net income
before depreciation, amortization, stock-based compensation, net
interest expense, provision (benefit) for income taxes,
transaction-related costs, litigation and dispute settlement
charges or gains, restructuring and other exit costs, and
impairment of goodwill, intangible assets and long-lived assets
(adjusted EBITDA) for the 2017 fiscal year. These corporate goals
may relate to the Companys consolidated revenue and adjusted
EBITDA, divisional revenue and adjusted EBITDA, or a combination
thereof, provided that in each case, the relevant consolidated or
divisional goals are weighted equally at target between revenue
and adjusted EBITDA.
performance goals based on the Companys revenue and net income
before depreciation, amortization, stock-based compensation, net
interest expense, provision (benefit) for income taxes,
transaction-related costs, litigation and dispute settlement
charges or gains, restructuring and other exit costs, and
impairment of goodwill, intangible assets and long-lived assets
(adjusted EBITDA) for the 2017 fiscal year. These corporate goals
may relate to the Companys consolidated revenue and adjusted
EBITDA, divisional revenue and adjusted EBITDA, or a combination
thereof, provided that in each case, the relevant consolidated or
divisional goals are weighted equally at target between revenue
and adjusted EBITDA.
In addition, for all participants other than the president and
chief executive officer of the Company, a portion of the bonus
awards is tied to specified departmental goals for the 2017
fiscal year. Each participant who is allocated departmental goals
has been allocated three to five such goals based on departmental
or functional performance, each with a specified weighting.
chief executive officer of the Company, a portion of the bonus
awards is tied to specified departmental goals for the 2017
fiscal year. Each participant who is allocated departmental goals
has been allocated three to five such goals based on departmental
or functional performance, each with a specified weighting.
Two-thirds of the potential bonus award for the president and
chief executive officer of the Company is based on consolidated
corporate goals, with one-third based on the achievement of
specific corporate objectives relating to Company strategic
initiatives and customer experience, each with a specified
weighting. For all other participants, between forty percent
(40%) and eighty percent (80%) of the participants potential
bonus award is based on consolidated corporate goals, with the
remainder based on divisional goals, departmental goals, or a
combination thereof.
chief executive officer of the Company is based on consolidated
corporate goals, with one-third based on the achievement of
specific corporate objectives relating to Company strategic
initiatives and customer experience, each with a specified
weighting. For all other participants, between forty percent
(40%) and eighty percent (80%) of the participants potential
bonus award is based on consolidated corporate goals, with the
remainder based on divisional goals, departmental goals, or a
combination thereof.
Up to eleven potential levels of goal attainment from threshold
to maximum have been established for the applicable revenue and
adjusted EBITDA goals. For each specified level of attainment,
there is a specific dollar amount individually allocated to each
participant based on a certain percentage of his or her total
base salary for the fiscal year. As to each departmental goal,
the level of attainment of each such goal (calculated as a
percentage) will be determined from threshold to maximum. A
dollar amount will be allocated to each participant based on a
certain percentage of his or her total base salary for the fiscal
year determined with reference to the weighted level of total
achievement of such departmental goals.
to maximum have been established for the applicable revenue and
adjusted EBITDA goals. For each specified level of attainment,
there is a specific dollar amount individually allocated to each
participant based on a certain percentage of his or her total
base salary for the fiscal year. As to each departmental goal,
the level of attainment of each such goal (calculated as a
percentage) will be determined from threshold to maximum. A
dollar amount will be allocated to each participant based on a
certain percentage of his or her total base salary for the fiscal
year determined with reference to the weighted level of total
achievement of such departmental goals.
The actual amount of the bonus award will be based on the actual
levels at which the applicable goals are in fact attained. If
there is not at least threshold attainment of each applicable
goal, then no bonus award will be earned with respect to that
particular performance metric. In addition, if consolidated
adjusted EBITDA for the 2017 fiscal year is more than 10% below
target, no payouts will be made under the Bonus Plan regardless
of performance as to any other performance metric.
Notwithstanding the foregoing, the Committee may adjust the
actual amount of a participants bonus award if it determines that
it is in the best interests of the Company to do so.
levels at which the applicable goals are in fact attained. If
there is not at least threshold attainment of each applicable
goal, then no bonus award will be earned with respect to that
particular performance metric. In addition, if consolidated
adjusted EBITDA for the 2017 fiscal year is more than 10% below
target, no payouts will be made under the Bonus Plan regardless
of performance as to any other performance metric.
Notwithstanding the foregoing, the Committee may adjust the
actual amount of a participants bonus award if it determines that
it is in the best interests of the Company to do so.
In order to receive their bonuses, participants generally will be
required to continue in the Companys employ through the last
business day of 2017. However, a pro-rated bonus payout based on
actual attained levels of performance will be provided to any
participant whose employment terminates before such date by
reason of death or disability, and such amount will be paid
entirely in cash. A pro-rated bonus payout based on actual
attained levels of performance also may be provided to any
participant who was on a leave of absence during a portion of the
2017 fiscal year. The Bonus Plan imposes a limit of $2.0 million
on the maximum bonus amount payable to any participant for the
2017 fiscal year.
required to continue in the Companys employ through the last
business day of 2017. However, a pro-rated bonus payout based on
actual attained levels of performance will be provided to any
participant whose employment terminates before such date by
reason of death or disability, and such amount will be paid
entirely in cash. A pro-rated bonus payout based on actual
attained levels of performance also may be provided to any
participant who was on a leave of absence during a portion of the
2017 fiscal year. The Bonus Plan imposes a limit of $2.0 million
on the maximum bonus amount payable to any participant for the
2017 fiscal year.
The following chart identifies the Companys principal executive
officer, principal financial officer and current named executive
officers, each of whom has been selected as a participant in the
Bonus Plan, and the target and maximum bonus amounts payable to
each of them if the applicable performance goals are each
attained at the target or maximum level, respectively:
officer, principal financial officer and current named executive
officers, each of whom has been selected as a participant in the
Bonus Plan, and the target and maximum bonus amounts payable to
each of them if the applicable performance goals are each
attained at the target or maximum level, respectively:
|
Named Executive Officer (Title)
|
Target Bonus
Amount
|
Maximum
Bonus Amount
|
||||||
|
John C. Walden
President and Chief Executive Officer
|
$
|
1,257,534
|
$
|
1,257,534
|
||||
|
Stephen Tucker
Executive Vice President and Chief Financial Officer
|
$
|
450,000
|
$
|
540,000
|
||||
|
Scott D. Levin
Executive Vice President, General Counsel and Secretary
|
$
|
396,337
|
$
|
475,604
|
||||
|
Tom D. Moeller
Executive Vice President, Florists Transworld Delivery,
Inc. |
$
|
413,911
|
$
|
496,693
|
||||
The foregoing description of the material terms of the Bonus Plan
does not purport to be a complete description of the Bonus Plan
and is qualified in its entirety by reference to the Bonus Plan,
a copy of which will be filed as an exhibit to the Companys
quarterly report on Form 10-Q for the quarter ending March 31,
2017.
does not purport to be a complete description of the Bonus Plan
and is qualified in its entirety by reference to the Bonus Plan,
a copy of which will be filed as an exhibit to the Companys
quarterly report on Form 10-Q for the quarter ending March 31,
2017.
About FTD Companies, Inc. (NASDAQ:FTD)
FTD Companies, Inc. (FTD) is a floral and gifting company. The Company operates through four segments: Consumer, Florist, International and Provide Commerce. Through its Consumer segment, FTD is a direct marketer of floral and gift products for consumers, primarily in the United States and Canada. Through its Florist segment, it is a provider of products and services to its floral network members, which include traditional retail florists and other non-florist retail locations. Its International segment consists of Interflora, which operates primarily in the United Kingdom and the Republic of Ireland. Through its Provide Commerce segment, FTD is a direct marketer of floral and gift products, including specialty foods, personalized gifts and other gifting products for consumers. Its portfolio of brands includes ProFlowers, ProPlants, Shari’s Berries, Personal Creations, RedEnvelope, Cherry Moon Farms, Flying Flowers, Flowers Direct, Sesame, Ink Cards, Postagram, and Gifts.com. FTD Companies, Inc. (NASDAQ:FTD) Recent Trading Information
FTD Companies, Inc. (NASDAQ:FTD) closed its last trading session up +0.07 at 23.40 with 57,430 shares trading hands.
