Health Insurance Innovations, Inc. (NASDAQ:HIIQ) 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.
On November 15, 2016, the Board of Directors of Health Insurance
Innovations, Inc. (the Company) made the following executive
leadership changes at the Company:
|
The Company entered into a Separation Agreement and General Release with Patrick R. McNamee, the Companys Chief Executive Officer, to which Mr. McNamees employment with the Company was mutually terminated and to which Mr. McNamee resigned as a director of the Company (the McNamee Separation Agreement); |
||
|
The Company entered into an Amended and Restated Employment Agreement with Gavin D. Southwell, the Companys President, to which Mr. Southwell was appointed as the Companys President and Chief Executive Officer (the Amended Southwell Employment Agreement). Mr. Southwell was also elected as director of the Company; |
||
|
The Company and Josef Denother, the Companys Chief Operating Officer, entered into a Separation Agreement and General Release under which Mr. Denothers employment with the Company was mutually terminated (the Denother Separation Agreement); and |
||
|
Paul G. Gabos was elected as the non-executive Chairman of the Board of Directors of the Company, succeeding Michael W. Kosloske, who previously served as Executive Chairman and will continue to serve as a director and as Chief of Product Innovation of the Company. |
Summaries of the material terms and conditions of the
above-referenced agreements are set forth below.
Amended Southwell Employment Agreement
The Amended Southwell Employment Agreement amends and restates
the Employment Agreement that Mr. Southwell and the Company
originally entered into on July 20, 2016 (the Original Employment
Agreement). A summary of the material terms of the Original
Employment Agreement and biographical information about Mr.
Southwell were disclosed in a Form 8-K filed by the Company on
July 20, 2016 and are incorporated herein by this reference.
The Amended Southwell Employment Agreement amends the Original
Employment Agreement by increasing Mr. Southwells based salary to
$550,000 and increasing his target bonus to 75% of his base
salary. Mr. Southwell will also receive a housing allowance of
$4,500 per month through September 2017. The Amended Southwell
Employment Agreement also increases Mr. Southwells annual
discretionary target equity grant under the Companys Long Term
Incentive Plan to 100% of his base salary, with one-third of such
grant consisting of restricted shares of the Companys Class A
common stock and two-thirds of such grant consisting of stock
appreciation rights. If awarded, these grants will vest 25% on
each of the first four anniversaries of the grant date.
to the Amended Southwell Employment Agreement, the Company made a
new grant to Mr. Southwell of 200,000 restricted shares and
100,000 stock appreciation rights under the Companys Long Term
Incentive Plan, with the stock appreciation rights having an
exercise price equal to $10.30 per share. The restricted shares
and stock appreciation rights will vest in increments of 25% on
each of the first four anniversary of the grant date, subject to
acceleration upon a change in control.
The other terms and conditions of the Amended Southwell
Employment Agreement are materially consistent with the terms and
conditions of the Original Employment Agreement.
The foregoing does not purport to be a complete description of
the Amended Southwell Employment Agreement and is qualified by
reference to the full text of such agreement attached as an
exhibit to this Current Report on Form 8-K.
Separation Agreements
The McNamee Separation Agreement provides that Mr. McNamees
employment with the Company ended on November 15, 2016. Under the
McNamee Separation Agreement, the Company will pay Mr. McNamee
severance in an amount equal to his base salary under his
Employment Agreement (i.e., $550,000 per year) for a period of 12
months, and he will receive $453,750 in lieu of an accrued bonus.
The 1,022,090 stock appreciation rights held by Mr. McNamee were
vested immediately upon his separation and will be exercisable by
him for a period of one year following his employment separation.
The McNamee Separation Agreement provides for a full and
unconditional release of the Company by Mr. McNamee.
The Denother Separation Agreement provides that Mr. Denothers
employment with the Company ended on November 15, 2016. Under the
Denother Separation Agreement, the Company will pay Mr. Denother
severance in an amount equal to his base salary under his
Employment Agreement (i.e., $255,000 per year) for a period of 6
months, and he will receive $70,125 in lieu of an accrued bonus.
The 39,239 stock appreciation rights held by Mr. Denother were
vested immediately upon his separation and will be exercisable by
him for a period of one year following his employment separation.
The Denother Separation Agreement provides for a full and
unconditional release of the Company by Mr. Denother.
The foregoing does not purport to be a complete description of
the McNamee Separation Agreement and Denother Separation
Agreement and is qualified by reference to the full text of such
agreements attached as exhibits to this Current Report on Form
8-K.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description | |
| 10.1 |
Amended and Restated Employment Agreement, dated November 15, 2016, between Health Insurance Innovations, Inc. and Gavin D. Southwell. |
|
| 10.2 |
Separation Agreement and General Release, dated November 15, 2016, between Health Insurance Innovations, Inc. and Patrick R. McNamee. |
|
| 10.3 |
Separation Agreement and General Release, dated November 15, 2016, between Health Insurance Innovations, Inc. and Josef Denother. |
About Health Insurance Innovations, Inc. (NASDAQ:HIIQ)
