LIFEVANTAGE CORPORATION (NASDAQ:LFVN) 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
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c)
On March 9, 2017, LifeVantage Corporation (the Company) announced
the appointment of Charles J. Wach as its Chief Operating
Officer, effective March 13, 2017. The press release announcing
Mr. Wachs appointment is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
the appointment of Charles J. Wach as its Chief Operating
Officer, effective March 13, 2017. The press release announcing
Mr. Wachs appointment is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
In connection with his employment, the Company and Mr. Wach have
entered into an offer letter and a Key Executive Benefit Package.
to the offer letter, the Company agreed to pay Mr. Wach an annual
base salary of $320,000. Mr. Wach is also eligible to participate
in the Companys employee bonus plan at the Executive level with a
target bonus of 50% of his base salary. Any such incentive bonus
will be paid to him during the first three months of the fiscal
year that follows the applicable performance fiscal year. The
incentive bonus, if any, will be deemed to have been earned on
the date of payment of such bonus and Mr. Wach must be employed
through the date of payment in order to receive the incentive
bonus. The offer letter also provides that Mr. Wach will be
granted restricted stock in the amount of 4,000 shares of the
Companys common stock effective as of his employment start date
of March 13, 2017, and vesting over two years in two equal annual
installments. The Company will also assist Mr. Wach with expenses
related to his relocation.
entered into an offer letter and a Key Executive Benefit Package.
to the offer letter, the Company agreed to pay Mr. Wach an annual
base salary of $320,000. Mr. Wach is also eligible to participate
in the Companys employee bonus plan at the Executive level with a
target bonus of 50% of his base salary. Any such incentive bonus
will be paid to him during the first three months of the fiscal
year that follows the applicable performance fiscal year. The
incentive bonus, if any, will be deemed to have been earned on
the date of payment of such bonus and Mr. Wach must be employed
through the date of payment in order to receive the incentive
bonus. The offer letter also provides that Mr. Wach will be
granted restricted stock in the amount of 4,000 shares of the
Companys common stock effective as of his employment start date
of March 13, 2017, and vesting over two years in two equal annual
installments. The Company will also assist Mr. Wach with expenses
related to his relocation.
Mr. Wachs employment with the Company is at-will and either he or
the Company can terminate his employment at any time and for any
reason or for no reason, in each case subject to the terms and
provisions of his offer letter and Key Executive Benefit Package.
Upon termination of employment for any reason, Mr. Wach will
receive payment or benefits from the Company covering the
following: (i) all unpaid salary and unpaid vacation accrued
through the date of termination of employment, (ii) any
payments/benefits to which he is entitled under the express terms
of any applicable Company employee benefit plan, (iii) any
unreimbursed business expenses, and (iv) his then outstanding
equity compensation awards as governed by their applicable terms.
The payments and benefits described in the immediately preceding
clauses (i) through (iv) are referred to collectively as the
Accrued Pay.
the Company can terminate his employment at any time and for any
reason or for no reason, in each case subject to the terms and
provisions of his offer letter and Key Executive Benefit Package.
Upon termination of employment for any reason, Mr. Wach will
receive payment or benefits from the Company covering the
following: (i) all unpaid salary and unpaid vacation accrued
through the date of termination of employment, (ii) any
payments/benefits to which he is entitled under the express terms
of any applicable Company employee benefit plan, (iii) any
unreimbursed business expenses, and (iv) his then outstanding
equity compensation awards as governed by their applicable terms.
The payments and benefits described in the immediately preceding
clauses (i) through (iv) are referred to collectively as the
Accrued Pay.
If Mr. Wach voluntarily terminates his employment, if the Company
terminates Mr. Wachs employment for cause (as defined in the Key
Executive Benefit Package) or if his employment terminates due to
his disability (as defined in the Key Executive Benefit Package),
death or presumed death, then he or his estate will be entitled
to receive only the Accrued Pay.
terminates Mr. Wachs employment for cause (as defined in the Key
Executive Benefit Package) or if his employment terminates due to
his disability (as defined in the Key Executive Benefit Package),
death or presumed death, then he or his estate will be entitled
to receive only the Accrued Pay.
If the Company terminates Mr. Wachs employment without cause, he
will be asked to execute and deliver to the Company a separation
agreement that will provide, among other things, a release of all
claims against the Company and a covenant not to sue the Company.
So long as Mr. Wach executes and does not revoke the separation
agreement, and he remains in full compliance with its terms, he
will be entitled to (i) the Accrued Pay, and (ii) payments equal
in the aggregate to six months of his then annualized base
salary.
will be asked to execute and deliver to the Company a separation
agreement that will provide, among other things, a release of all
claims against the Company and a covenant not to sue the Company.
So long as Mr. Wach executes and does not revoke the separation
agreement, and he remains in full compliance with its terms, he
will be entitled to (i) the Accrued Pay, and (ii) payments equal
in the aggregate to six months of his then annualized base
salary.
The description of the terms and provisions of the offer letter
and Key Executive Benefit Package contained in this Item 5.02 is
qualified in its entirety by reference to the actual offer letter
and Key
and Key Executive Benefit Package contained in this Item 5.02 is
qualified in its entirety by reference to the actual offer letter
and Key
Executive Benefit Package, copies of which are attached hereto as
Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated
herein by reference.
Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated
herein by reference.
Prior to joining the Company, Mr. Wach, age 54, served as Vice
President of Operations and Supply Chain Executive for
Bodybuilding.com, Inc., a global internet specialty retailer,
from June 2013 to March 2017. Prior to joining Bodybuilding.com,
Inc., Mr. Wach served as Director of Global Supply Chain,
Materials Management for Natures Sunshine Products, Inc. from
2000-2012. Mr. Wach also served in a variety of operational roles
for Nestle Perrier Group of America Inc., H.J. Heinz Co. and
Frito Lay Inc. Mr. Wach received his Master of Business
Administration degree from Utah State University and his Bachelor
of Science degree in Finance from Brigham Young University.
President of Operations and Supply Chain Executive for
Bodybuilding.com, Inc., a global internet specialty retailer,
from June 2013 to March 2017. Prior to joining Bodybuilding.com,
Inc., Mr. Wach served as Director of Global Supply Chain,
Materials Management for Natures Sunshine Products, Inc. from
2000-2012. Mr. Wach also served in a variety of operational roles
for Nestle Perrier Group of America Inc., H.J. Heinz Co. and
Frito Lay Inc. Mr. Wach received his Master of Business
Administration degree from Utah State University and his Bachelor
of Science degree in Finance from Brigham Young University.
There is no arrangement or understanding between Mr. Wach and any
other person to which he was selected as an officer of the
Company. Mr. Wach has no family relationship (within the meaning
of Item 401(d) of Regulation S-K) with any director, executive
officer, or person nominated or chosen by the Company to become a
director or executive officer. There has been no transaction
since the beginning of the Companys last fiscal year, and there
is no currently proposed transaction, in excess of $120,000 in
which the Company is or was a participant and in which Mr. Wach
or any of his immediate family members (within the meaning of
Item 404 of Regulation S-K) had or will have a direct or indirect
material interest.
other person to which he was selected as an officer of the
Company. Mr. Wach has no family relationship (within the meaning
of Item 401(d) of Regulation S-K) with any director, executive
officer, or person nominated or chosen by the Company to become a
director or executive officer. There has been no transaction
since the beginning of the Companys last fiscal year, and there
is no currently proposed transaction, in excess of $120,000 in
which the Company is or was a participant and in which Mr. Wach
or any of his immediate family members (within the meaning of
Item 404 of Regulation S-K) had or will have a direct or indirect
material interest.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Offer Letter by and between Charles J. Wach and
LifeVantage Corporation dated February 22, 2017* |
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10.2
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Key Employee Benefits Package by and between Charles J.
Wach and LifeVantage Corporation dated February 27, 2017* |
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99.1
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Press Release issued March 9, 2017 announcing
appointment of new Chief Operating Officer |
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*
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Management contract or compensatory plan or arrangement
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About LIFEVANTAGE CORPORATION (NASDAQ:LFVN)
LifeVantage Corporation is a science-based network marketing company. The Company focuses on helping people achieve their health, wellness and financial independence goals. The Company provides products and a financially rewarding direct sales business opportunity to customers and independent distributors seeking a healthy lifestyle and financial freedom. It sells its products to preferred customers, retail customers and independent distributors located in the United States, Japan, Hong Kong, Australia, Canada, Philippines, Mexico, Thailand and the United Kingdom. The Company engages in the identification, research, development and distribution of advanced nutraceutical dietary supplements and skin care products, including Protandim, its scientifically-validated dietary supplement; LifeVantage TrueScience, its line of anti-aging skin care products; Canine Health; Axio, its energy drink mixes, and PhysIQ. LIFEVANTAGE CORPORATION (NASDAQ:LFVN) Recent Trading Information
LIFEVANTAGE CORPORATION (NASDAQ:LFVN) closed its last trading session down -0.08 at 4.90 with 104,103 shares trading hands.
