PRGX Global, Inc. (NASDAQ:PRGX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
At the 2017 annual meeting of shareholders of PRGX Global, Inc.
(PRGX or the Company), held on June27, 2017 (the Annual Meeting),
the Companys shareholders approved the PRGX Global, Inc. 2017
Equity Incentive Compensation Plan (the Plan). Under the Plan,
the Company may grant awards that include stock options (both
incentive stock options and non-qualified stock options), stock
appreciation rights, restricted stock, deferred stock, restricted
stock units, performance units, performance shares, dividend
equivalents, bonus shares, and other stock-based or cash-based
awards. All awards granted under the Plan will be governed by
separate written agreements between the Company and the
participants. The written agreements will specify the terms of
the award, including when the award may become vested,
exercisable and payable. Subject to the right of the Board of
Directors of the Company (the Board) to amend or terminate the
Plan, the Plan shall remain in effect until the earlier of April
25, 2027 or the date all shares subject to the Plan have been
issued and all restrictions on restricted share awards under the
Plan have lapsed.
The maximum number of shares of common stock that may be issued
to awards under the Plan is 3,400,000 shares plus that number of
shares of common stock subject to awards granted under the
Companys 2008 Equity Incentive Plan (as amended and restated
effective April25, 2014) (the Pre-Existing Plan) which become
available for use under the Plan as described below after the
Plan becomes effective; provided, however, that the total number
of shares of common stock that may be delivered to the exercise
of incentive stock options will not exceed 3,400,000. A share of
common stock issued in connection with an award under the Plan
generally will reduce the total number of shares of common stock
available for issuance under the Plan by one. If any awards
granted under the Plan or the Pre-Existing Plan expire or are
cancelled, terminated or forfeited for any reason other than
their exercise, vesting or payment, the shares of common stock
subject to such awards will again be available for issuance under
the Plan. But, if any shares of common stock subject to an award
granted under the Plan or the Pre-Existing Plan are withheld or
applied as payment in connection with the exercise of an award or
the withholding or payment of taxes related to an award or
separately surrendered by the participant for any such purpose,
such returned shares of common stock will be treated as having
been delivered for purposes of determining the maximum number of
shares of common stock available for grant under the Plan and
will not again be treated as available for grant under the Plan.
In any calendar year, no participant may be granted awards that
are intended to constitute performance-based compensation that
relate to more than 1,000,000 shares (twice that limit for awards
that are granted to an eligible person in the calendar year in
which the eligible person first commences employment or service)
(based on the highest level of performance resulting in the
maximum payout). In addition, the maximum dollar value of all
awards under the Plan that are intended to constitute
performance-based compensation that may be granted to a
participant in any single calendar year may not exceed $3,000,000
(twice that limit for awards that are granted to an eligible
person in the calendar year in which the eligible person first
commences employment or service) (based on the highest level of
performance resulting in the maximum payout). The maximum number
of shares of common stock that may be issued to awards, the per
individual limits on performance-based awards and the terms of
outstanding awards will be adjusted as is equitably required in
the event of corporate transactions and other appropriate events.
Any of the Companys employees or non-employee consultants,
including any employee or non-employee consultant of an Affiliate
(as defined in the Plan), and any non-employee member of the
Board or any board of directors of an Affiliate, or potential
such person, is eligible to receive an award under the Plan
(contingent upon commencement of employment or service for any
such potential person). However, incentive stock options may only
be granted to employees of the
Company or any Subsidiary Corporation (as defined in the Plan).
The Compensation Committee (the Committee) of the Board will
administer the Plan. The Committee has the authority to grant
awards to such persons upon such terms and conditions (not
inconsistent with the provisions of the Plan) as it may consider
appropriate.
A copy of the Plan is filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June26, 2017, the Compensation Committee of the Board,
established the material terms for the 2017 short term incentive
plan (the STI Plan) in which the Companys principal executive
officer, principal financial officer and its other named
executive officers will participate. The material terms of the
2017 STI Plan are as follows:
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Bonus payments, if any, made under the 2017 STI Plan will be based on the Companys level of achievement of pre-STI Plan bonus adjusted EBITDA from continuing operations and revenue from continuing operations in 2017. The Company must achieve a minimum level of pre-STI Plan bonus adjusted EBITDA (established by the Compensation Committee) and a minimum level of revenue (established by the Compensation Committee) in 2017 before any bonus payments may be made under the 2017 STI Plan. |
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The target bonus amount under the 2017 STI Plan for the Chief Executive Officer is 50% of his base salary, the target bonus amount for the Chief Commercial Officer is 80% of his base salary, the target bonus amount for the Chief Financial Officer and Senior Vice President Global Client Operations is 65% of their respective base salaries, and the target bonus amount for all other named executive officers is 60% of their respective base salaries. |
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65% of the named executive officers target bonus amounts under the 2017 STI Plan will be based on the Companys 2017 revenue performance (the Revenue Component) and 35% of the named executive officers target bonus amounts under the 2017 STI Plan will be based on the Companys 2017 pre-STI Plan bonus adjusted EBITDA performance (the EBITDA Component), which components will be calculated independent of each other. |
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At target revenue performance, 50% of the Revenue Component is earned, and 200% of the Revenue Component is earned at maximum revenue performance. At target pre-STI Plan bonus adjusted EBITDA performance, 50% of the EBITDA Component is earned, and if pre-STI Plan bonus adjusted EBITDA exceeds target pre-STI Plan bonus adjusted EBITDA performance, 20% of such excess will be paid to STI Plan participants, with each participants share of such excess based on the ratio that the participants target bonus amount bears to the sum of the target bonus amounts for all STI Plan participants. It is expected that approximately 50 employees, including the named executive officers, will participate in the 2017 STI Plan. |
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Item5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the shareholders of PRGX approved all
proposals recommended by the Board as described in PRGXs proxy
statement dated May5, 2017.
With respect to Proposal 1 (election of two Class III directors
and one Class I director to serve until the annual meeting of
shareholders to be held in 2020 and 2018, respectively, or until
their successors are elected and qualified), the nominees were
elected by the following votes:
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Shares For |
SharesWithheld |
BrokerNon-Votes |
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16,869,775 | 451,050 | 2,707,899 | |||||||||
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16,874,275 | 446,550 | 2,707,899 | |||||||||
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16,874,230 | 446,595 | 2,707,899 |
The Companys other continuing directors, Gregory J. Owens, Joseph
E. Whitters, Mylle H. Mangum and Ronald E. Stewart, did not stand
for election at the Annual Meeting. The term of the continuing
directors currently serving in Class I, Messrs. Owens and
Whitters, will expire at the 2018 annual meeting of shareholders.
The term of the directors currently serving in Class II,
Mrs.Mangum and Mr.Stewart, will expire at the 2019 annual meeting
of shareholders.
With respect to Proposal 2 (to ratify BDO USA, LLP as the
Companys independent registered public accounting firm for fiscal
year 2017), 20,002,173 shares, or 99.88% of the votes cast, voted
for the proposal, 23,987 shares voted against the proposal, and
2,564 shares abstained from voting on the proposal.
With respect to Proposal 3 (a non-binding advisory vote to
approve the Companys executive compensation), 16,530,149 shares,
or 99.59% of the votes cast, voted for the proposal, 67,644
shares voted against the proposal, 723,032 shares abstained from
voting on the proposal, and there were 2,707,899 broker
non-votes.
With respect to Proposal 4 (a non-binding advisory vote to
approve the frequency of the Companys Say-on-Pay Resolution),
(i)15,447,382 shares, or 89.20% of the votes cast, voted in favor
of a Say-on-Pay vote every year; (ii)412,283 shares, or 2.38% of
the votes cast, voted in favor of a Say-on-Pay vote every two
years; (iii)1,457,353 shares, or 8.42% of the votes cast, voted
in favor of a Say-on-Pay vote every three years; (iv)3,807 shares
abstained from voting on the proposal; and (v)there were
2,707,899 broker non-votes. Based on these results and other
factors considered by the Board, the Board has determined that
the Company will hold annual Say-on-Pay votes until the Board
otherwise determines that a different frequency is in the best
interests of the Company. The next non-binding advisory vote
regarding the frequency of Say-on-Pay votes is required to be
held no later than the Companys 2023 Annual Meeting of
Shareholders, although an earlier vote regarding the frequency of
Say-on-Pay votes may be held at the discretion of the Board.
With respect to Proposal 5 (to approve the 2017 Equity Incentive
Compensation Plan), 15,954,012 shares, or 92.85% of the votes
cast, voted for the proposal, 1,228,323 shares voted against the
proposal, 138,490 shares abstained from voting on the proposal,
and there were 2,707,899 broker non-votes.
Item9.01. |
Financial Statements and Exhibits |
(d) |
Exhibits |
The following exhibits are filed herewith:
10.1 PRGX Global, Inc. 2017 Equity Incentive Compensation Plan
PRGX GLOBAL, INC. ExhibitEX-10.1 2 d403803dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 PRGX GLOBAL,…To view the full exhibit click here About PRGX Global, Inc. (NASDAQ:PRGX)
PRGX Global, Inc. (PRGX), together with its subsidiaries, provides recovery audit and spend analytics services. The Company provides recovery audit, procure-to-pay performance improvement, spend analytics and risk management services principally to large businesses and government agencies. The Company operates through three segments: Recovery Audit Services-Americas, Recovery Audit Services-Europe/Asia-Pacific and Adjacent Services. The Recovery Audit Services-Americas segment represents recovery audit services the Company provides in the United States, Canada and Latin America. The Recovery Audit Services-Europe/Asia-Pacific segment represents recovery audit services it provides in Europe, Asia and the Pacific region. The Adjacent Services segment includes spend analytics (data transformation and cost harmonization), Supplier Information Management (SIM) and Chartered Institute of Purchasing & Supply (CIPS) Sustainability Index (CSI).