Realogy Holdings Corp. (NYSE:RLGY) 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. |
On March 13, 2017, Realogy Holdings Corp. (the Company) entered
into a new employment agreement with Mr. Richard A. Smith, the
Chairman and Chief Executive Officer of the Company (the Employment
Agreement). The Employment Agreement replaced and superseded Mr.
Smiths employment agreement that was scheduled to expire in April
2017. While the terms of the prior employment agreement and the new
Employment Agreement are substantially similar there are certain
modifications to reflect current executive compensation best
practices and the Company’s succession plan.
into a new employment agreement with Mr. Richard A. Smith, the
Chairman and Chief Executive Officer of the Company (the Employment
Agreement). The Employment Agreement replaced and superseded Mr.
Smiths employment agreement that was scheduled to expire in April
2017. While the terms of the prior employment agreement and the new
Employment Agreement are substantially similar there are certain
modifications to reflect current executive compensation best
practices and the Company’s succession plan.
The material terms and conditions of the Employment Agreement are
summarized below.
summarized below.
Term. The Employment Agreement will commence on March 13, 2017 and
expire on March 13, 2019.
expire on March 13, 2019.
Annual Compensation. Mr. Smiths annual base salary is $1,000,000
and his annual target cash incentive percentage is 150% of eligible
earnings in the applicable performance year.
and his annual target cash incentive percentage is 150% of eligible
earnings in the applicable performance year.
Long-Term Compensation.>>Under the terms of the Employment
Agreement, on March 13, 2017, Mr. Smith received a long-term
incentive award with an aggregate grant date fair value of $6.5
million, of which $4.1 million was in the form of performance share
units, $1.2 million was in the form of performance restricted stock
units and $1.2 million was in the form of stock options. With
respect to the 2018 fiscal year, Mr. Smith will be entitled to a
long-term incentive award with an aggregate grant date fair value
that is no less than $6.5 million with the composition of the
grants to be determined by the Compensation Committee across
various equity vehicles taking into account the allocations under
the 2017 long-term incentive award.
Agreement, on March 13, 2017, Mr. Smith received a long-term
incentive award with an aggregate grant date fair value of $6.5
million, of which $4.1 million was in the form of performance share
units, $1.2 million was in the form of performance restricted stock
units and $1.2 million was in the form of stock options. With
respect to the 2018 fiscal year, Mr. Smith will be entitled to a
long-term incentive award with an aggregate grant date fair value
that is no less than $6.5 million with the composition of the
grants to be determined by the Compensation Committee across
various equity vehicles taking into account the allocations under
the 2017 long-term incentive award.
Non-Change-in-Control Severance. If Mr. Smith experiences a
qualifying termination (as described below) not in connection with
a change in control of the Company, the Company will provide Mr.
Smith with the following severance payments and benefits, subject
to Mr. Smiths continued compliance with his restrictive covenants
and the execution and non-revocation of a release of claims:
qualifying termination (as described below) not in connection with
a change in control of the Company, the Company will provide Mr.
Smith with the following severance payments and benefits, subject
to Mr. Smiths continued compliance with his restrictive covenants
and the execution and non-revocation of a release of claims:
|
|
an amount equal to 2.4 times the sum of Mr. Smiths annual
base salary and target annual bonus, payable in twenty-four equal monthly installments; |
|
|
the post-employment benefits described below; and
|
|
|
outplacement services for a period of up to twelve months,
the value of such services not to exceed $50,000. |
Change in Control Severance. If Mr. Smith experiences a qualifying
termination within 24 months following a change in control of the
Company (provided such termination occurs prior to the expiration
of the two-year term of employment), the Company will provide Mr.
Smith with the following severance payments and benefits, subject
to Mr. Smiths continued compliance with his restrictive covenants
and the execution and non-revocation of a release of claims:
termination within 24 months following a change in control of the
Company (provided such termination occurs prior to the expiration
of the two-year term of employment), the Company will provide Mr.
Smith with the following severance payments and benefits, subject
to Mr. Smiths continued compliance with his restrictive covenants
and the execution and non-revocation of a release of claims:
|
|
an amount equal to 2.4 times the sum of Mr. Smiths annual
base salary and target annual bonus, payable in lump sum; |
|
|
the post-employment benefits described below; and
|
|
|
outplacement services for a period of up to twelve months,
the value of such services not to exceed $50,000. |
Post-Employment Benefits.>Under the terms of the Employment
Agreement, if Mr. Smiths employment is terminated for any reason,
Mr. Smith and his dependents may continue to participate in all of
our health care and group life insurance plans until the end of the
plan year in which he reaches, or would have reached, age 75,
subject to his continued payment of the employee portion of the
premiums for such coverage.
Agreement, if Mr. Smiths employment is terminated for any reason,
Mr. Smith and his dependents may continue to participate in all of
our health care and group life insurance plans until the end of the
plan year in which he reaches, or would have reached, age 75,
subject to his continued payment of the employee portion of the
premiums for such coverage.
Pro-Rata Bonus. Upon a qualifying termination, Mr. Smith will also
receive a pro-rata bonus in respect of the fiscal year in which Mr.
Smiths termination of employment occurs, determined based on the
Companys actual performance and payable at such time such bonuses
are payable to other employees of the Company.
receive a pro-rata bonus in respect of the fiscal year in which Mr.
Smiths termination of employment occurs, determined based on the
Companys actual performance and payable at such time such bonuses
are payable to other employees of the Company.
Qualifying Termination. A qualifying termination means Mr. Smiths
employment is terminated by the Company without cause or Mr. Smith
resigns with good reason, in either case, during the term of the
agreement.
employment is terminated by the Company without cause or Mr. Smith
resigns with good reason, in either case, during the term of the
agreement.
Section 280G. The Employment Agreement provides that if payments
and benefits provided to Mr. Smith would constitute an excess
parachute payment for purposes of Section 280G of the tax code, Mr.
Smith will either have his payments and benefits reduced to the
highest amount that could be paid without triggering Section 280G
or receive the after-tax amount of his payment and benefits,
whichever results in the greater after-tax benefit, taking into
account the excise tax imposed under Section 4999 of the tax code
and any applicable federal, state and local taxes.
and benefits provided to Mr. Smith would constitute an excess
parachute payment for purposes of Section 280G of the tax code, Mr.
Smith will either have his payments and benefits reduced to the
highest amount that could be paid without triggering Section 280G
or receive the after-tax amount of his payment and benefits,
whichever results in the greater after-tax benefit, taking into
account the excise tax imposed under Section 4999 of the tax code
and any applicable federal, state and local taxes.
Restrictive Covenants and Clawback.>>Under the Employment
Agreement, Mr. Smith is subject to a non-compete period of two
years and a non-solicitation period of three years following Mr.
Smiths termination of employment for any reason. The Companys
Clawback Policy applies in the event Mr. Smith breaches his
restrictive covenants under the Employment Agreement.
Agreement, Mr. Smith is subject to a non-compete period of two
years and a non-solicitation period of three years following Mr.
Smiths termination of employment for any reason. The Companys
Clawback Policy applies in the event Mr. Smith breaches his
restrictive covenants under the Employment Agreement.
The foregoing description of the material terms of the Employment
Agreement do not purport to be a complete description and is
qualified in its entirety by reference to the Employment Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Agreement do not purport to be a complete description and is
qualified in its entirety by reference to the Employment Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
Employment Agreement dated March 13, 2017, between
Realogy Holdings Corp. and Richard A. Smith. |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
REALOGY HOLDINGS CORP.
|
||
|
|
|
|
|
By:
|
|
/s/ Anthony E. Hull
|
|
Anthony E. Hull, Executive Vice President, Chief
Financial Officer and Treasurer |
Date: March 17, 2017
About Realogy Holdings Corp. (NYSE:RLGY)
Realogy Holdings Corp. is an integrated provider of residential real estate services in the United States. The Company is the franchisor of residential real estate brokerages with some brands in the real estate industry; owner of the United States residential real estate brokerage offices; provider of outsourced employee relocation services, and a provider of title and settlement services. The Company has four operating segments: Real Estate Franchise Services (RFG), Company Owned Real Estate Brokerage Services (NRT), Relocation Services (Cartus), and Title and Settlement Services (TRG). The Company’s operating platform is supported by its portfolio of industry franchise brokerage brands, including Century 21, Coldwell Banker, Coldwell Banker Commercial, ERA, Sotheby’s International Realty and Better Homes and Gardens Real Estate, and it also owns and operates Corcoran, Citi Habitats and ZipRealty brands. Realogy Holdings Corp. (NYSE:RLGY) Recent Trading Information
Realogy Holdings Corp. (NYSE:RLGY) closed its last trading session up +0.16 at 27.98 with 710,339 shares trading hands.
