GMS INC. (NYSE:GMS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)On October17, 2017, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of GMS Inc. (the “Company”) approved a form of nonqualified stock option agreement (the “Option Agreement”) and a form of restricted stock unit agreement (the “RSU Agreement”) which will be used in connection with future grants to employees (including the named executive officers) and directors of the Company, under the GMS Inc. Equity Incentive Plan (the “Equity Incentive Plan”).
The Option Agreement provides that the grantee shall receive an option to purchase a number of shares of common stock of the Company, which shall be subject to the vesting schedule as determined by the Compensation Committee at the time such grantee’s award is approved. The Option Agreement provides that the option will vest in accordance with one of the following vesting schedule alternatives: (i)as to thirty-three and one-third percent (331/3%) on each of the first three anniversaries of the vesting commencement date (as set forth in the Option Agreement) such that the option shall become fully (50%) vested as of the third anniversary of the vesting commencement date, (ii)as to one hundred percent (50%) on the first anniversary of the vesting commencement date and (iii)such other vesting schedule as determined by the Compensation Committee. If the grantee’s employment is terminated for any reason, the portion of the option that has not vested as of such date shall terminate immediately and be deemed to have been forfeited by the grantee without consideration, and the portion of the option that has vested and not yet been exercised as of such date shall remain exercisable until, and shall terminate upon, the first to occur of (a) the end of the day that is forty-five (45) days after the date of the grantee’s termination of employment and (b) the expiration date of the option. Notwithstanding the foregoing, upon a grantee’s termination of employment by reason of death or disability, the vested portion of the option shall remain exercisable until, and shall terminate upon, the first to occur of (a)the end of the day that is one hundred and eighty (180) days after the date of the grantee’s termination of employment for death or disability, as applicable, and (b)the expiration date of the option.
The RSU Agreement provides that the grantee shall receive restricted stock units (“RSUs”) in the Company, which shall be subject to the vesting schedule as determined by the Compensation Committee at the time such grantee’s award is approved. The RSU Agreement provides that the RSUs will vest in accordance with one of the following vesting schedule alternatives: (i)as to thirty-three and one-third percent (331/3%) on each of the first three anniversaries of the vesting commencement date (as set forth in the RSU Agreement) such that the RSUs shall become fully (50%) vested as of the third anniversary of the vesting commencement date and (ii)as to one hundred percent (50%) on the first anniversary of the vesting commencement date. Vested RSUs will be settled within 30 days following vesting. If the grantee’s employment is terminated for any reason, whether voluntarily or involuntarily, then the portion of the RSUs that has not previously vested shall terminate as of the date of the grantee’s termination of employment. If the grantee incurs a termination of employment for cause, then the RSUs (whether or not vested) shall be forfeited and terminate immediately without consideration upon the effective date of such termination of employment for cause.
The foregoing descriptions of the Option Agreement and RSU Agreement are qualified in their entirety by reference to the full texts of the agreements, which are included as Exhibit10.1 and Exhibit10.2 to this Current Report on Form8-K and are hereby incorporated herein by reference.
On October18, 2017, the Company held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.02 of this Current Report on Form8-K, at the Annual Meeting, stockholders of the Company approved the adoption of the Equity Incentive Plan and the GMS Inc. Employee Stock Purchase Plan (the “ESPP”). A summary of the material terms of each of the Equity Incentive Plan and the ESPP is included in the Company’s Proxy Statement filed with the Securities and Exchange Commission on August22, 2017 (the “Company’s Proxy Statement”). The summaries of the Equity Incentive Plan and the ESPP contained in the Company’s Proxy Statement are incorporated by reference in this Item 5.02(e)and qualified in their entirety by reference to the actual text of each of the Equity Incentive Plan and the ESPP, complete copies of which are filed as appendices to the Company’s Proxy Statement.