Hardinge Inc. (NASDAQ:HDNG) 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. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b)
Separation of Richard L. Simons as President, Chief Executive
Officer and Director
Officer and Director
On May 10, 2017, the Board of Directors (Board) of Hardinge Inc.
(Hardinge or the Company) removed Richard L. Simons as President
and Chief Executive Officer of the Company and separated Mr.
Simons employment with the Company, without cause. In connection
with the separation of Mr. Simons employment, he is entitled to
the severance payments and benefits provided for under his
employment agreement and the various Company benefit plans in
which he is a participant.
(Hardinge or the Company) removed Richard L. Simons as President
and Chief Executive Officer of the Company and separated Mr.
Simons employment with the Company, without cause. In connection
with the separation of Mr. Simons employment, he is entitled to
the severance payments and benefits provided for under his
employment agreement and the various Company benefit plans in
which he is a participant.
In addition to the foregoing, the Compensation Committee of the
Board has elected to waive the vesting requirements with respect
to contributions made on behalf of Mr. Simons to the Hardinge
Inc. Non-Qualified Deferred Compensation Plan (the NQDC Plan)
that remained unvested as of the date of separation of Mr. Simons
employment. As result of such waiver, Mr. Simons shall receive an
additional payment of benefits associated with the unvested
contributions under the NQDC Plan in an amount equal to $320,759.
Board has elected to waive the vesting requirements with respect
to contributions made on behalf of Mr. Simons to the Hardinge
Inc. Non-Qualified Deferred Compensation Plan (the NQDC Plan)
that remained unvested as of the date of separation of Mr. Simons
employment. As result of such waiver, Mr. Simons shall receive an
additional payment of benefits associated with the unvested
contributions under the NQDC Plan in an amount equal to $320,759.
Additionally, on May 10, 2017, Richard L. Simons resigned from
his position as a member of the Companys Board.
his position as a member of the Companys Board.
On May 10, 2017, Mr. Simons and the Company entered into a
consulting agreement whereby Mr. Simons shall provide consulting
services to the Company for a period of 90 days commencing
immediately following the termination of his employment. The
consulting services to be provided by Mr. Simons include
facilitating the transition of his former duties to his
successor. In consideration for the services to be performed by
Mr. Simons during such period, the Company shall pay Mr. Simons
an amount equal to $38,500 per month.
consulting agreement whereby Mr. Simons shall provide consulting
services to the Company for a period of 90 days commencing
immediately following the termination of his employment. The
consulting services to be provided by Mr. Simons include
facilitating the transition of his former duties to his
successor. In consideration for the services to be performed by
Mr. Simons during such period, the Company shall pay Mr. Simons
an amount equal to $38,500 per month.
A copy of the Companys press release announcing the removal of
Mr. Simons as the Companys President and Chief Executive Officer
is attached hereto as Exhibit 99.1.
Mr. Simons as the Companys President and Chief Executive Officer
is attached hereto as Exhibit 99.1.
(c)
Appointment of Charles P. Dougherty as President and Chief
Executive Officer
Executive Officer
On May 10, 2017, Charles P. Dougherty, age 55, was appointed as
President and Chief Executive Officer of Hardinge.
President and Chief Executive Officer of Hardinge.
Prior to joining the Company, Mr. Dougherty served as Director,
President and Chief Executive Officer of American Science and
Engineering, Inc. (NASDAQ: ASEI), a publicly-traded company that
develops, manufactures, markets, and sells X-ray inspection and
other detection products for homeland security, force protection,
public safety and other critical defense and security
applications (ASE). Mr. Dougherty served in these positions at
ASE from April 2013 until January 2017. In September 2016, ASE
was acquired by OSI Systems, Inc. (NASDAQ: OSIS), a vertically
integrated designer and manufacturer of specialized electronic
systems and components for critical applications. From 2010 to
2012, Mr. Dougherty served as President of the Communications and
Industrial segment of TE Connectivity, Ltd., formerly Tyco
Electronics Corporation, one of the worlds largest providers of
connectivity solutions in the industrial, telecommunications,
consumer electronics, medical devices and solar energy markets.
Mr. Dougherty received a Masters Degree in Business
Administration from Villanova University and a Bachelors Degree
in Business Administration from the Wharton School of the
University of Pennsylvania. Mr. Dougherty also completed the
Executive Development Program at Northwestern Universitys Kellogg
School of Management.
President and Chief Executive Officer of American Science and
Engineering, Inc. (NASDAQ: ASEI), a publicly-traded company that
develops, manufactures, markets, and sells X-ray inspection and
other detection products for homeland security, force protection,
public safety and other critical defense and security
applications (ASE). Mr. Dougherty served in these positions at
ASE from April 2013 until January 2017. In September 2016, ASE
was acquired by OSI Systems, Inc. (NASDAQ: OSIS), a vertically
integrated designer and manufacturer of specialized electronic
systems and components for critical applications. From 2010 to
2012, Mr. Dougherty served as President of the Communications and
Industrial segment of TE Connectivity, Ltd., formerly Tyco
Electronics Corporation, one of the worlds largest providers of
connectivity solutions in the industrial, telecommunications,
consumer electronics, medical devices and solar energy markets.
Mr. Dougherty received a Masters Degree in Business
Administration from Villanova University and a Bachelors Degree
in Business Administration from the Wharton School of the
University of Pennsylvania. Mr. Dougherty also completed the
Executive Development Program at Northwestern Universitys Kellogg
School of Management.
In connection with Mr. Doughertys appointment as President and
Chief Executive Officer, the Company and Mr. Dougherty have
entered into an Employment Agreement, dated May 10, 2017 (the
Employment Agreement). The initial term of employment under the
Employment Agreement is for two years (commencing on May 10,
2017) unless terminated earlier in accordance with the terms of
the agreement. At least 120 days prior to the second anniversary
of the effective date of the Employment Agreement (the Second
Anniversary Date), the Board will initiate a discussion with Mr.
Dougherty regarding continuation of his employment with the
Company. If Mr. Doughertys employment continues after the Second
Anniversary Date and the Company and Mr. Dougherty have not
agreed to renew the Employment Agreement or enter into a new
agreement, then Mr. Dougherty will continue to be employed by the
Company as an at will employee.
Chief Executive Officer, the Company and Mr. Dougherty have
entered into an Employment Agreement, dated May 10, 2017 (the
Employment Agreement). The initial term of employment under the
Employment Agreement is for two years (commencing on May 10,
2017) unless terminated earlier in accordance with the terms of
the agreement. At least 120 days prior to the second anniversary
of the effective date of the Employment Agreement (the Second
Anniversary Date), the Board will initiate a discussion with Mr.
Dougherty regarding continuation of his employment with the
Company. If Mr. Doughertys employment continues after the Second
Anniversary Date and the Company and Mr. Dougherty have not
agreed to renew the Employment Agreement or enter into a new
agreement, then Mr. Dougherty will continue to be employed by the
Company as an at will employee.
The Employment Agreement provides for base salary at the annual
rate of $500,000 for Mr. Dougherty, subject to annual review by
the Board. Further, the Employment Agreement provides that Mr.
Dougherty will be eligible to receive awards under the Companys
cash incentive and stock incentive compensation plans. Mr.
Doughertys annual target award under such plans shall
rate of $500,000 for Mr. Dougherty, subject to annual review by
the Board. Further, the Employment Agreement provides that Mr.
Dougherty will be eligible to receive awards under the Companys
cash incentive and stock incentive compensation plans. Mr.
Doughertys annual target award under such plans shall
be 50% of his base salary with a threshold-maximum range of 50%
to 150% of his base salary. Awards under the Companys cash
incentive and stock incentive compensation plans shall be
determined at the discretion of the Board. Additionally, Mr.
Dougherty shall receive an initial non-qualified stock option
grant to purchase one hundred fifty thousand (150,000) shares of
the Companys common stock under the Companys stock incentive
plan, subject to time vesting and performance-based vesting
requirements. Under the Employment Agreement, Mr. Dougherty is
eligible to participate in all pension and welfare benefit
programs generally made available to the Companys executive
employees.
to 150% of his base salary. Awards under the Companys cash
incentive and stock incentive compensation plans shall be
determined at the discretion of the Board. Additionally, Mr.
Dougherty shall receive an initial non-qualified stock option
grant to purchase one hundred fifty thousand (150,000) shares of
the Companys common stock under the Companys stock incentive
plan, subject to time vesting and performance-based vesting
requirements. Under the Employment Agreement, Mr. Dougherty is
eligible to participate in all pension and welfare benefit
programs generally made available to the Companys executive
employees.
The Employment Agreement provides that if the Company terminates
Mr. Doughertys employment without cause (as defined in the
Employment Agreement) or he resigns for good reason (as defined
in the Employment Agreement) prior to the Second Anniversary
Date, then he will be entitled to severance payments equal to his
base salary for a period of twelve months and will be entitled to
continued participation in the Companys group health plan for a
period of twelve months provided he tenders a release to the
Company. In the event of termination of Mr. Doughertys employment
by reason of death, permanent disability (as defined in the
Employment Agreement), resignation without good reason or
termination by the Company for cause, he is entitled to his base
salary and benefits through the date of termination of
employment.
Mr. Doughertys employment without cause (as defined in the
Employment Agreement) or he resigns for good reason (as defined
in the Employment Agreement) prior to the Second Anniversary
Date, then he will be entitled to severance payments equal to his
base salary for a period of twelve months and will be entitled to
continued participation in the Companys group health plan for a
period of twelve months provided he tenders a release to the
Company. In the event of termination of Mr. Doughertys employment
by reason of death, permanent disability (as defined in the
Employment Agreement), resignation without good reason or
termination by the Company for cause, he is entitled to his base
salary and benefits through the date of termination of
employment.
If any amounts due to Mr. Dougherty under the Employment
Agreement or any other plan or program of the Company constitute
a parachute payment (as such term is defined in Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
Code)), then the aggregate amounts constituting the parachute
payment shall be reduced to an amount that will equal three times
his base amount (as such term is defined in Section 280G(b)(3) of
the Code) less $1.00.
Agreement or any other plan or program of the Company constitute
a parachute payment (as such term is defined in Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
Code)), then the aggregate amounts constituting the parachute
payment shall be reduced to an amount that will equal three times
his base amount (as such term is defined in Section 280G(b)(3) of
the Code) less $1.00.
The Employment Agreement also contains covenants protecting the
Companys intellectual property and confidential information and
restricting competition with the Company during the term of Mr.
Doughertys employment with the Company and, in some instances,
for certain periods of time following his termination of
employment with the Company.
Companys intellectual property and confidential information and
restricting competition with the Company during the term of Mr.
Doughertys employment with the Company and, in some instances,
for certain periods of time following his termination of
employment with the Company.
A copy of the Companys press release announcing the appointment
of Mr. Dougherty as the Companys President and Chief Executive
Officer is attached hereto as Exhibit 99.1.
of Mr. Dougherty as the Companys President and Chief Executive
Officer is attached hereto as Exhibit 99.1.
(d)
Election of Charles P. Dougherty as Director
On May 10, 2017, Charles P. Dougherty was elected as a member of
the Board. Currently, Mr. Dougherty has not been appointed to
serve on any committee of the Board.
the Board. Currently, Mr. Dougherty has not been appointed to
serve on any committee of the Board.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
On May 10, 2017, the Board approved an amendment to Article III,
Section 3 of the Amended and Restated By-Laws of Hardinge Inc.,
whereby the number of directors constituting the entire Board was
decreased from nine directors to eight directors (the By-Laws
Amendment). The foregoing description of the By-Laws Amendment is
qualified in its entirety by reference to the full text of the
By-Laws Amendment. The full text of the Amended and Restated
By-Laws of Hardinge Inc. (which includes the By-Laws Amendment)
is attached as Exhibit 3.1, and the text of the By-Laws Amendment
is incorporated by reference into this Item 5.03.
Section 3 of the Amended and Restated By-Laws of Hardinge Inc.,
whereby the number of directors constituting the entire Board was
decreased from nine directors to eight directors (the By-Laws
Amendment). The foregoing description of the By-Laws Amendment is
qualified in its entirety by reference to the full text of the
By-Laws Amendment. The full text of the Amended and Restated
By-Laws of Hardinge Inc. (which includes the By-Laws Amendment)
is attached as Exhibit 3.1, and the text of the By-Laws Amendment
is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT NUMBER
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DESCRIPTION
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3.1
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Amended and Restated By-Laws of Hardinge Inc.
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99.1
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Press Release, dated May 11, 2017
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About Hardinge Inc. (NASDAQ:HDNG)
Hardinge Inc. (Hardinge) is a designer, manufacturer and distributor of machine tools, specializing in precision computer numerically controlled metalcutting machines and workholding technology solutions. The Company supplies high precision computer controlled metalcutting turning machines, grinding machines, machining centers and repair parts related to those machines. It also engineers and supplies high precision, standard and specialty workholding devices, and other machine tool accessories. It operates through two segments: Metalcutting Machine Solutions (MMS), and Aftermarket Tooling and Accessories (ATA). The MMS segment includes high precision computer controlled metalcutting turning machines, vertical machining centers, horizontal machining centers, and grinding machines. The ATA segment includes products, primarily collets and chucks that are purchased by manufacturers throughout the lives of their Hardinge or other branded machines. Hardinge Inc. (NASDAQ:HDNG) Recent Trading Information
Hardinge Inc. (NASDAQ:HDNG) closed its last trading session up +0.13 at 11.69 with 110,940 shares trading hands.
