Hanger,Inc. (OTCMKTS:HNGR) 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.
Special Equity Plan
The Compensation Committee of the Board of Directors (the Board)
of Hanger,Inc. (the Company), with the advice of its compensation
consultants, developed the terms of a special equity plan, which
was adopted by the Board on May 19, 2017. The Hanger,Inc. Special
Equity Plan (the Special Equity Plan) has the purpose of
retaining and incentivizing key employees and officers. The
Special Equity Plan will provide participants the opportunity to
acquire shares of the Companys common stock (Common Stock) and is
intended to operate completely independent from the Companys 2016
Omnibus Incentive Plan.
The Special Equity Plan authorizes the issuance of up to
1,500,000 shares of Common Stock. All awards under the Special
Equity Plan were made on May19, 2017, and no further grants of
awards will be authorized under the Special Equity Plan. Details
regarding awards that were granted to the executive officers of
the Company who are expected to be the Companys named executive
officers for purposes of 2016 compensation are included below.
The total number of awards issued to all Company officers and
employees under the Special Equity Plan was 1,117,228. The
maximum number of shares issuable under these awards is 1,436,436
shares of Common Stock.
The Special Equity Plan will be administered by the Compensation
Committee (the Committee) of the Board. The Committee determined
the amounts, forms and terms of the awards granted to
participants on May19, 2017. The Committee will have the
authority to interpret the Special Equity Plan and any agreement
covering any award under the Special Equity Plan; make, change
and rescind rulesand regulations relating to the Special Equity
Plan; and make changes to, or reconcile any inconsistency in, any
award or agreement covering an award.
The Committee had the ability to grant one or more of the
following types of awards under the Special Equity Plan to any
officers or other employees of the Company and its affiliates:
(1)options to purchase shares of Common Stock (Options) and
(2)rights to receive shares of Common Stock (Restricted Stock
Units) based on either performance-based or time-based vesting
requirements. The Committee approved the following form of
agreements for use in making awards under the Special Equity
Plan: a non-qualified stock option agreement for executives (the
Executive Option Agreement), a non-qualified stock option
agreement for employees (the Employee Option Agreement), a
restricted stock unit agreement for executives (the Executive
Restricted Stock Unit Agreement) and a restricted stock unit
agreement for employees (the Employee Restricted Stock Unit
Agreement).
The Options granted to the Executive Option Agreement and the
Employee Option Agreement have an exercise price of $12.77, the
last reported sale price of the Common Stock on the OTC pink
market on May 18, 2017, the day prior to the grant date.
With respect to the performance-based Restricted Stock Units
granted to the Executive Restricted Stock Unit Agreement and the
Employee Restricted Stock Unit Agreement, the performance period
will be May19, 2017, which was the grant date of such
performance-based Restricted Stock Units, through the third
anniversary of the grant date. The performance measure will be
the three year absolute Common Stock price compounded annual
growth rate (CAGR). to the Executive Restricted Stock Unit
Agreement and the Employee Restricted Stock Unit Agreement,
participants will be eligible to earn performance-based
Restricted Stock Units based on the following achievement of the
performance measure:
|
|
CAGRResulton3rd |
|
PercentofTargetPerformance-Based |
|
|
Threshold |
10% |
50% |
||
|
Target |
20% |
50% |
||
|
Maximum |
30% or above |
200% |
On May19, 2017, the Committee approved the issuance of awards
to the Special Equity Plan to the following executive officers
of the Company in the nature and amounts described below:
|
Participant |
|
Title |
Options |
|
Performance- BasedRestricted |
|
|
Vinit K. Asar |
President and Chief Executive Officer |
159,982 |
63,993 |
|||
|
Samuel M. Liang |
President of Hanger Clinic |
72,231 |
28,892 |
|||
|
Thomas E. Kiraly |
Executive Vice President and Chief Financial Officer |
94,167 |
37,667 |
|||
|
Kenneth W. Wilson |
President of Southern Prosthetic Supply,Inc. |
54,834 |
21,934 |
|||
|
Thomas E. Hartman |
Senior Vice President and General Counsel |
70,818 |
28,327 |
The foregoing descriptions of the Special Equity Plan, the
Executive Option Agreement, the Employee Option Agreement, the
Executive Restricted Stock Unit Agreement and the Employee
Restricted Stock Unit Agreement are qualified in their entirety
by reference to the full text of the Special Equity Plan, the
Executive Option Agreement, the Employee Option Agreement, the
Executive Restricted Stock Unit Agreement and the Employee
Restricted Stock Unit Agreement, which are attached as Exhibits
10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current
Report on Form8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
Certain Annual Cash Bonus Information
For each of the 2014, 2015 and 2016 fiscal years, the Companys
President and Chief Executive Officer, Mr.Vinit Asar, declined
to receive any annual cash bonus compensation under the
Companys annual incentive plan.
For each of the 2015 and 2016 fiscal years, the Companys
Executive Vice President and Chief Financial Officer, Mr.Thomas
Kiraly, declined to receive any annual cash bonus compensation
under the Companys annual incentive plan. Mr.Kiraly did receive
a special discretionary bonus of $25,000 in October2016.
Certain Equity Compensation Plan Award
Information
In February2017, the Compensation Committee of the Board of
Directors determined that the targets for the performance-based
Restricted Stock Units awarded in Marchof 2016 to the Named
Executive Officers and certain other officers were not met,
resulting in the forfeiture of those awards without issuance of
common shares.
Summary Table Regarding Incentive Equity Plans
In April2016, the Company adopted the Hanger,Inc. 2016 Omnibus
Incentive Plan (the 2016 Plan). The table below sets forth
information regarding the Special Equity Plan, the 2016 Plan
and equity awards outstanding.
On May22, 2017, the Company had 36,193,611 common shares
outstanding.
|
|
|
|
ActivityforYear-To-DatePeriod |
|
|
|
|||||||
|
|
Balanceas of December 31,2016 |
|
Additional shares authorized for |
|
Granted |
|
Vested |
|
Forfeited andother |
|
Balanceas ofMay22, 2017 |
|
|
|
Shares available for grant under equity |
|||||||||||||
|
2016 Omnibus Incentive Plan |
1,742,671 |
(a) |
|
(927,867 |
) |
|
344,738 |
(b) |
1,159,542 |
||||
|
Special Equity Plan |
|
1,500,000 |
(1,436,436 |
) |
|
(63,564 |
)(c) |
|
|||||
|
Total |
1,742,671 |
1,500,000 |
(2,364,303 |
) |
|
281,174 |
1,159,542 |
||||||
|
Outstanding equity award amounts: |
|||||||||||||
|
Unvested equity awards |
1,552,692 |
|
2,364,303 |
(364,668 |
) |
(344,738 |
) |
3,207,589 |
|||||
|
Vested but unissued equity awards(d) |
81,227 |
|
|
(15,566 |
)(e) |
|
65,661 |
(a) The amount listed updates and corrects the amount disclosed
in the Equity Compensation Plan table located in Item 12 of the
Companys Annual Report on Form10-K for the year ended
December31, 2014.
(b) The amount listed represents shares related to forfeited
awards, including 288,900 shares related to the forfeited
March2016 performance-based Restricted Stock Unit awards. In
accordance with the terms of the 2016 Plan, these shares are
available for future award grants.
(c) Because all awards under the Special Equity Plan were made
on May19, 2017 and no further grants of awards are permitted
under the Special Equity Plan, the remaining 63,564 shares
authorized under the Special Equity Plan are not available for
future issuance and are deemed forfeited for purposes of this
table.
(d) The amount listed represents vested restricted stock units
that non-employee directors have elected to defer.
(e) The amount listed represents shares issued to non-employee
directors upon the expiration of previous deferral elections.
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits.
(10.1) Hanger,Inc. Special Equity Plan
(10.2) Formof Non-Qualified Stock Option Agreement for
Executives
(10.3) Formof Non-Qualified Stock Option Agreement for
Employees
(10.4) Formof Restricted Stock Unit Agreement for Executives
(10.5) Formof Restricted Stock Unit Agreement for Employees
About Hanger, Inc. (OTCMKTS:HNGR)
Hanger, Inc. is a rehabilitative product and service company. The Company delivers orthotic and prosthetic (O&P) patient care, products, services and therapeutic solutions. The Company offers advanced prosthetics and orthotics, clinically differentiated programs and unsurpassed customer service. The Company comprises nine business units that serve various segments of the O&P industry. The Company’s segments include Patient Care, and Products & Services. The Patient Care segment includes Hanger Clinic and Linkia. The Hanger Clinic specializes in orthotic and prosthetic services and products. Linkia is a specialty healthcare company, which is engaged in the O&P management and care. The Products & Services segment includes Southern Prosthetic Supply (SPS), Accelerated Care Plus (ACP), SureFit, Innovative Neurotronics, Inc. and SPS National Labs. Hanger, Inc. (OTCMKTS:HNGR) Recent Trading Information
Hanger, Inc. (OTCMKTS:HNGR) closed its last trading session up +0.09 at 12.74 with shares trading hands.