Post Holdings, Inc. (OTCMKTS:POSTU) 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.
(e) 8th Avenue Food & Provisions, Inc. Equity Incentive Plan
On December 14, 2018, the board of directors of 8th Avenue Food & Provisions, Inc. (“8th Avenue”), a subsidiary of Post Holdings, Inc. (“Post”), of which Post owns 60.5% of the common equity, approved the 8th Avenue Food & Provisions, Inc. 2018 Equity Incentive Plan (the “8th Avenue Plan”). The 8th Avenue Plan became effective on December 14, 2018, and will continue in effect until such time as it is terminated by the board of directors of 8th Avenue.
The 8th Avenue Plan authorizes the board of directors of 8th Avenue to award non-qualified stock options to present and future officers, directors, employees and consultants of 8th Avenue and its subsidiaries. An aggregate of 1,363,636 shares of common stock of 8th Avenue are reserved for issuance under the 8th Avenue Plan. James E. Dwyer, Jr., a named executive officer of Post, is eligible to receive awards under the 8th Avenue Plan.
The foregoing description of the 8th Avenue Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 8th Avenue Plan, which will be filed in accordance with the rules of the Securities and Exchange Commission (the “SEC”).
(e) 8th Avenue Compensation Arrangement with and Equity Award to James E. Dwyer, Jr.
On December 18, 2018, Post, 8th Avenue and James E. Dwyer, Jr. entered into a consent to exchange letter agreement (the “Letter Agreement”) to which Mr. Dwyer agreed to exchange his outstanding restricted stock units awarded to the equity incentive plans maintained by Post for a new grant of non-qualified stock options to purchase Class A common stock of 8th Avenue to the 8th Avenue Plan.
After the execution of the Letter Agreement, on December 19, 2018 (“Grant Date”), Mr. Dwyer was awarded 335,795.19 non-qualified stock options (the “8th Avenue Award”) to the 8th Avenue Plan. The stock options have an exercise price of $12.76 per share of 8th Avenue Class A common stock. The stock options vest as follows, subject to Mr. Dwyer’s continuous employment by or provision of services to 8th Avenue or any of its subsidiaries: 144,887.38 of the options will be subject to time-based vesting (“Time-Vested Options”) and will vest over the five year period beginning on the Grant Date (with 40% of the Time-Vested Options vesting on the second anniversary of the Grant Date and 20% vesting on each anniversary thereafter), and 190,907.81 of the options will be subject to time- and performance-based vesting criteria, with the time-based criteria matching the vesting schedule for the Time-Vested Options and the performance-based criteria as set forth in the 8th Avenue Plan and the 8th Avenue Award.
The foregoing descriptions of the Letter Agreement and the 8th Avenue Award do not purport to be complete and are qualified in their entirety by reference to the full text of the Letter Agreement and the 8th Avenue Award, which will be filed in accordance with the rules of the SEC.
