ONVIA, INC. (NASDAQ:ONVI) 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. |
On December 30, 2016 Onvia, Inc. (the Company) entered into an
Employment and Noncompetition Agreement with Russell Mann (the
Employment Agreement) to serve as the Companys President and
Chief Executive Officer effective on the date that Mr. Mann
commences employment with the Company. Mr. Mann is expected to
commence employment on January 30, 2017. The Companys Board of
Directors at a meeting held on January 6, 2017 elected Mr. Mann
to serve as a member of the Board of Directors effective on the
date he commences employment with the Company.
Mr. Mann is currently 48 years old. Since 2009 Mr. Mann has
served on the Board of Ooma, Inc. a consumer and SMB VoIP
company, and serves on both the Compensation Committee and
Nomination and Governance committee. From May 2016 through
January 2017, Mr. Mann served as Chief Marketing Officer and
Senior Vice President of ecommerce for the ecoATM/Gazelle.com
division of Outerwall. Gazelle e-commerce group is a marketplace
for buying and selling recycled electronics. From October 2015
through May 2016 and in prior periods, Mr. Mann worked as an
executive consultant to several companies from growth stage to
publicly traded, including Cray, Inc. From October 2014 through
September 2015, Mr. Mann served as the Chief Marketing Officer of
Nintex, a leading digital workflow automation software company.
From 2006 through May 2014, Mr. Mann served as Chairman, CEO and
co-founder of Covario, a leading digital marketing software and
services firm with globally recognized enterprise clients. There
he patented several analytics innovations, and completed three
software company acquisitions; the company was later acquired by
Dentsu Aegis.
Under the terms of the Employment Agreement, Mr. Mann will have
an annual base salary of $325,000 and will be eligible for an
annual bonus with a target of 75% of base salary. In addition,
Mr. Mann will be granted, upon commencement of employment, an
award of (i) 50,000 shares of common stock of the Company subject
to forfeiture within the first six months of employment; (ii)
nonqualified stock options to purchase 225,000 shares of the
Companys common stock subject to vesting requirements set forth
in the Employment Agreement; and (iii) 25,000 restricted stock
units to vest on the first anniversary of Mr. Manns employment,
each subject to the conditions set forth in the Employment
Agreement. These awards include different vesting periods and
certain awards are subject to meeting performance criteria as
more fully described in the Employment Agreement. On the first
anniversary of Mr. Manns employment, nonqualified stock options
to purchase 50,000 shares of common stock of the Company and
50,000 restricted stock units will be granted subject to vesting
and performance criteria as specified in the Employment
Agreement. Mr. Mann will also have the opportunity to purchase up
to 140,000 shares of the Companys common stock directly from the
Company.
The Employment Agreement provides that, if the Company terminates
Mr. Manns employment without cause or he resigns for good reason,
subject to his execution and non-revocation of a release of
claims, the Company will pay him, in addition to his
previously-accrued compensation, the following severance: (i)
base salary for twelve months, (ii) health benefit continuation
for twelve months or a stipend, (iii) a pro-rata amount of the
annual bonus based on actual performance with respect to the
calendar year of termination of employment and (iv) possible
accelerated pro rata vesting of the 2018 restricted stock unit
awards. The terms cause and good reason are defined in the
Employment Agreement.
The Employment Agreement also contains certain restrictive
covenants for the Companys benefit.
The foregoing description of the Employment Agreement is
qualified in its entirety by reference to the text of the
Employment Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
As was disclosed in the Companys 8-K filing of March 29, 2016,
the Companys current President and CEO, Hank Riner, entered into
a transition agreement with respect to his planned retirement and
subsequent twelve-month consulting relationship with the Company.
Mr. Riner intends to retire as President, CEO and director upon
Mr. Manns employment commencement date.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description |
| 10.1 |
Employment and Noncompetition Agreement dated December 30, 2016 between Russell Mann and Onvia, Inc. |
About ONVIA, INC. (NASDAQ:ONVI)
Onvia, Inc. (Onvia) is a provider of business information and research solutions that help companies plan, market and sell to government agencies throughout the United States. The Company’s business solutions provide clients online access to its information about government procurement activity across local, state and federal government agencies. The business intelligence derived from its solutions allows clients to identify and research market opportunities, analyze market trends and obtain insights about their competitors and channel partners. Its offerings include Onvia Database, Project Center, Agency Center, Vendor Center, Spending Forecast Center, Term Contract Center, Purchase Order Analytics, the Onvia Guide and Management Reports. Onvia maintains a database of public sector procurement information. It provides access to approximately five million procurement-related records connected to over 400,000 companies from across approximately 86,000 procurement entities nationally. ONVIA, INC. (NASDAQ:ONVI) Recent Trading Information
ONVIA, INC. (NASDAQ:ONVI) closed its last trading session 00.00 at 4.55 with 100 shares trading hands.
