NTN BUZZTIME, INC. (NYSEMKT:NTN) 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.
As previously reported, in February 2016, the Nominating and
Corporate Governance/Compensation Committee (the Committee) of
our Board of Directors approved the NTN Buzztime, Inc. Executive
Incentive Plan for Eligible Employees of NTN Buzztime, Inc.
Fiscal Year 2016 (2016 Plan). On March 10, 2017, the Committee
approved Amendment 1 to the 2016 Plan (Amendment 1). Amendment 1
permits the payout of any incentive compensation earned under the
2016 Plan to be paid, at the discretion and in the sole
determination of the Committee, either in (i) cash, (ii) shares
of our common stock issued under the NTN Buzztime, Inc. Amended
2010 Performance Incentive Plan, or (iii) any combination of (i)
and (ii). Before Amendment 1 was approved, any such payout was
required to be paid in cash.
The foregoing summary description of Amendment 1 does not purport
to be complete and is qualified in its entirety by reference to
Amendment 1, a copy of which is filed as Exhibit 10.1 hereto and
is incorporated herein by reference.
Also on March 10, 2017, the Committee adopted the NTN Buzztime,
Inc. Executive Incentive Plan for Eligible Employees of NTN
Buzztime, Inc. Fiscal Year 2017(the 2017 Plan). The 2017 Plan
provides for performance-based, at-risk compensation.
The 2017 Plan period is from January 1, 2017 to December 31,
2017. The Committee will administer and interpret the 2017 Plan.
2017 Plan participants include those individuals with the title
of Chief Executive Officer, Chief Financial Officer, Sr. Vice
President of Marketing, VP of Finance (as Chief Accounting
Officer) and any additional executive level position, as
determined by the Committee, who we hire during 2017. Individuals
who are eligible to participate in the 2017 Plan must be employed
by us on or before October 1, 2017, on active, full-time, paid
status, and must not be a participant in any of our other
incentive compensation programs. Any individual who becomes
eligible to participate in the 2017 Plan after January 1, 2017
(either through new hire, promotion or transfer) will be eligible
to earn incentive compensation under the 2017 Plan on a prorated
basis.
The 2017 Plan participants will be eligible to earn incentive
compensation based on the level of achievement of the following
performance measures:
targeted earnings before interest, tax, depreciation and amortization (EBITDA), as approved by our Board of Directors (weighted up to 20%); |
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targeted revenue growth, as approved by our Board of Directors (weighted up to 40%); and |
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certain strategic milestones, as evaluated by the Committee (weighted up to 40%). |
Each 2017 Plan participant will have a target payout amount,
based on a percentage of his or her annual base salary (excluding
benefits) as of December 31, 2017, that is assigned according to
such participants position and job level. The target payout
amounts for current 2017 Plan participants are: Chief Executive
Officer75%; Chief Financial Officer and Executive Vice
President50%; Sr. Vice President of Marketing30% and VP of
Finance (as Chief Accounting Officer)10%.
The Committee will determine the achievement level of the
performance measures and the actual incentive payout amount
awarded to a plan participant. If the performance measures are
exceeded, the Committee, in its sole discretion, may choose to
pay out a larger pool amount. The Committees determination will
be made as soon as practicable following December 31, 2017.
Subject to the other terms of the 2017 Plan, the incentive
payout, if any, will be paid at the discretion and in the sole
determination of the Committee, either in (i) cash, (ii) shares
of the Companys common stock issued under the NTN Buzztime, Inc.
Amended 2010 Performance Incentive Plan or any successor
long-term incentive plan, or (iii) any combination of (i) and
(ii). Such payment will be made within 30 days after the date we
receive our independent auditors report on our annual financial
statements for 2017, but no later than March 15, 2018.
The table below sets out the target payout amount for each of our
named executive officers under the 2017 Plan, assuming all
performance measures are achieved at a rate of 100%:
Named Executive Officer | Target Payout Amount ($) | |||
Ram Krishnan, Chief Executive Officer | 262,500 | |||
Allen Wolff, Chief Financial Officer and Executive Vice President |
132,500 | |||
Sandra Gurrola, Vice President of Finance | 16,500 |
In order for a participant to earn and receive any incentive
payout under the 2017 Plan, the Committee must have approved such
incentive payout as evidenced in the Committee meeting minutes
and the participant must be employed by us on the payout date.
The 2017 Plan may be amended, modified or terminated at any time
at the discretion of our Board of Directors with or without
advance notice. If the 2017 Plan is amended prior to the end of
the plan period, participants will be paid according to any
amending or terminating documents. The 2017 Plan will
automatically terminate at the end of the plan period, except
that the payout provisions will continue in effect until
satisfied.
The foregoing summary description of the 2017 Plan does not
purport to be complete and is qualified in its entirety by
reference to the 2017 Plan, a copy of which is filed as Exhibit
10.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No | Description | ||
10.1 |
Amendment 1 to the NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2016 dated March 10, 2017. |
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10.2 |
The NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2017 dated March 10, 2017. |
About NTN BUZZTIME, INC. (NYSEMKT:NTN)
NTN Buzztime, Inc., formerly Alroy Industries, delivers entertainment and dining technology to bars and restaurants in North America. The Company provides an entertainment and marketing services platform for hospitality venues that offers games, events, and entertainment experiences to their customers. Its customers offer guests trivia, card, sports and arcade games, nationwide competitions, and self-service dining features, including dynamic menus, touchscreen ordering and secure payment by licensing the Company’s customizable solution. Its platform creates connections among the players and venues. Its network subscriber venues are related to national and regional restaurant brands, including Buffalo Wild Wings, Old Chicago, Beef O’Brady’s, Aroogas, Buffalo Wings & Rings, Native New Yorker and Boston Pizza. Its entertainment system enables players to interact at the venue, and it also enables competition between venues, referred to as multiplayer gaming. NTN BUZZTIME, INC. (NYSEMKT:NTN) Recent Trading Information
NTN BUZZTIME, INC. (NYSEMKT:NTN) closed its last trading session up +0.23 at 7.29 with 56,359 shares trading hands.