INNERWORKINGS, INC. (NASDAQ:INWK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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INNERWORKINGS, INC. (NASDAQ:INWK) 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; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.

(e) On June 1, 2017, the Compensation Committee (the Committee)
of the Board of Directors (the Board) of InnerWorkings, Inc. (the
Company) approved, consistent with prior years, awards of
non-qualified stock options and restricted stock for the Companys
named executive officers (collectively, the NEOs), to the
Companys 2006 Stock Incentive Plan, as amended (the Plan). The
Committee also approved updated forms of award agreement to be
used for grants of non-qualified stock options and restricted
stock under the Plan, which now include certain non-competition
and non-solicitation obligations.
In addition, the Committee approved, to the Plan, awards of
performance share units (PSUs) for the NEOs and a related form of
award agreement. The PSUs are performance-based awards that will
settle in shares of Company stock, in an amount between 0% and
200% of the target award level, based on the cumulative adjusted
earnings per share and the return on invested capital achieved by
the Company between April 1, 2017 and December 31, 2019.
In order to receive a payout with respect to the PSUs, the
recipients generally must remain in service with the Company for
the duration of the performance period. If a recipients
employment is terminated without cause or due to death or
disability prior to the end of the performance period, the
recipient will be entitled to receive a prorated payout of the
PSUs based on actual performance (up to 50% of target). In
addition, in the event of a qualifying termination of service
within the 90 days prior to or the 24 months following a change
in control of the Company, recipients will be entitled to
immediate vesting of the PSUs at the target level of performance.
Each recipient of PSUs will generally be subject to
non-competition and non-solicitation obligations while the
recipient remains in service and lasting for two years following
the termination thereof for any reason.
The NEOs received the following target awards of PSUs:
Name
Target PSU Award (#)
Eric D. Belcher
54,054
Jeffrey P. Pritchett
21,622
Ronald C. Provenzano
Robert L. Burkart
4,505
Each award of PSUs is subject to the terms and conditions set
forth in the Plan and in the applicable award agreements.
The foregoing summary is qualified in its entirety by reference
to the forms of PSU, non-qualified stock option and employee
restricted stock award agreements, copies of which are filed,
respectively, as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to
this Form 8-K, and which are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on June 1, 2017. The matters
that were voted on at the Annual Meeting and the final voting
results for each matter are set forth below.
Proposal No. 1: Election of Directors
The following nominees were elected to the Board of Directors for
a one-year term expiring at the 2018 Annual Meeting, as follows:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
Eric D. Belcher
45,167,816
491,082
3,810,491
Jack M. Greenberg
45,103,662
545,236
10,650
3,810,491
Linda S. Wolf
45,159,525
489,373
10,650
3,810,491
Charles K. Bobrinskoy
45,170,486
478,412
10,650
3,810,491
J. Patrick Gallagher, Jr.
36,753,175
8,905,723
3,810,491
David Fisher
40,668,656
4,980,242
10,650
3,810,491
Julie M. Howard
30,863,503
14,785,393
10,652
3,810,491
Proposal No. 2: Approve, on an advisory, non-binding basis, the
compensation of the Companys named executive officers.
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
44,696,069
597,690
365,789
3,810,491
Proposal No. 3: Approve, on an advisory, non-binding basis, the
frequency of the advisory vote on executive compensation.
1 YEAR
2 YEARS
3 YEARS
ABSTAIN
36,773,851
8,545
8,512,805
364,347
As noted above, at the Annual Meeting, in accordance with the
recommendation of the Board of Directors, the Companys
stockholders recommended, by advisory vote, a one-year frequency
of future advisory votes on the compensation of the Companys
named executive officers. In accordance with these results and
its previous recommendation, the Board of Directors determined
that future advisory votes on named executive officer
compensation will be held every year until the next required
advisory vote on the frequency of stockholder votes on executive
compensation.
Proposal No. 4: Ratification of Appointment of Ernst Young LLP to
Serve as the Independent Registered Public Accounting Firm for
the Company for the Fiscal Year Ending December 31, 2017
The ratification of Ernst Young LLP to serve as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017 was approved as follows:
FOR
AGAINST
ABSTAIN
49,174,886
201,863
93,290


About INNERWORKINGS, INC. (NASDAQ:INWK)

InnerWorkings, Inc. is a marketing execution company. The Company’s software applications and databases create an integrated solution that stores, analyzes and tracks the production capabilities of its supplier network, as well as detailed pricing data. The Company operates through three segments: North America, Latin America and EMEA. The North America segment includes operations in the United States and Canada. The Latin America segment includes operations in Mexico, South America and Central America. The EMEA segment includes operations in the United Kingdom, continental Europe, the Middle East, Africa and Asia. The Other segment consists of intersegment eliminations, shared service activities and unallocated corporate expenses. The Company’s business of providing marketing execution solutions includes the procurement of marketing materials, branded merchandise, product packaging and retail displays.

INNERWORKINGS, INC. (NASDAQ:INWK) Recent Trading Information

INNERWORKINGS, INC. (NASDAQ:INWK) closed its last trading session up +0.18 at 11.28 with 191,994 shares trading hands.