Horizon Global Corporation (NYSE:HZN) 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 June 19, 2020, at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Horizon Global Corporation (the “Corporation”), the stockholders of the Corporation approved the Horizon Global Corporation 2020 Equity and Incentive Compensation Plan (the “2020 Plan”). The following description of the 2020 Plan is qualified in its entirety by reference to the 2020 Plan, which is incorporated herein by reference from Exhibit 10.1 to this Current Report on Form 8-K.
In general, the 2020 Plan will be administered by the Compensation Committee (the “Compensation Committee”) of the Corporation’s Board of Directors (the “Board”) and will enable the Compensation Committee to provide equity and incentive compensation to (1) the Corporation’s officers and other employees (and those of its subsidiaries),>including persons who have agreed to commence serving in such capacity within 90 days of the grant of the applicable award, (2) the Corporation’s non-employee directors and (3) certain other individuals, including certain consultants, who provide employee-type services. to the 2020 Plan, the Corporation may grant equity-based and cash-based compensation generally in form of stock options, appreciation rights, restricted shares, restricted stock units, performance shares, performance units, cash incentive awards, dividend equivalents and other stock-based awards upon terms and conditions as further described in the 2020 Plan.
Subject to adjustment as described in the 2020 Plan, and subject to the 2020 Plan’s share counting rules, a total of 3,800,752 shares of common stock of the Corporation are available for awards granted under the 2020 Plan, plus (A) the total number of shares remaining available for awards under the Corporation’s 2015 Equity and Incentive Compensation Plan (including as amended or amended and restated, the “2015 Plan”) as of June 19, 2020, plus (B) the shares that are subject to awards granted under the 2020 Plan or the 2015 Plan that are added (or added back, as applicable) to the aggregate number of shares available under the 2020 Plan to the share counting rules of the 2020 Plan. These shares may be shares of original issuance or treasury shares, or a combination of both.
The 2020 Plan provides that no non-employee director of the Corporation will be granted, in any period of one calendar year, compensation for such service having an aggregate maximum value (measured at the grant date as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $500,000. However, the independent members of the Board may make exceptions to this non-employee director compensation limit up to an additional $200,000 for a non-executive chair of the Board, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.
The 2020 Plan provides that awards granted under the 2020 Plan (other than cash-based awards) will generally vest no earlier than the first anniversary of the applicable grant date, subject to certain exceptions as described in the 2020 Plan.
The 2020 Plan permits the Compensation Committee to make certain performance-based awards to participants under the 2020 Plan. The following is a non-exhaustive list of performance measures that could be used for such performance-based awards (including relative or growth achievement regarding such metrics):
The Board generally will be able to amend the 2020 Plan, subject to stockholder approval in certain circumstances as described in the 2020 Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
There were a total of 25,472,634 shares of Common Stock outstanding and entitled to vote at the Annual Meeting and there were 21,794,416 shares of Common Stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the Annual Meeting.
The items voted upon at the Annual Meeting and the results of the vote on each proposal were as follows:
Proposal 1. The election of eight directors to serve until the Company’s 2021 annual meeting of stockholders:
Proposal 2. The approval of the Horizon Global Corporation 2020 Equity and Incentive Compensation Plan:
Proposal 3. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:
Item 9.01. Financial Statements and Exhibits.
About Horizon Global Corporation (NYSE:HZN)
Horizon Global Corporation is a designer, manufacturer and distributor of a range of custom-engineered towing, trailering, cargo management and other related accessory products serving the automotive aftermarket, retail and original equipment (OE) channels. The Company operates through two segments: Cequent Americas and Cequent APEA. The Cequent Americas segment consists of two operating segments: Cequent Performance Products (CPP), a manufacturer of aftermarket and original equipment manufacturer (OEM) towing and trailering products and accessories, and Cequent Consumer Products (CCP), a provider of towing, trailering, vehicle protection and cargo management solutions serving the end user through retailers. The Cequent Americas segment has operates in North America, and its towing and trailering-related products are sold through retail, aftermarket and OE channels. The Cequent APEA segment focuses its sales and manufacturing efforts outside of the Americas, operating in Australia.
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