SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
In connection with the departures of Mr. Fagre and Ms. Neu, the Company, SBI and each of Mr. Fagre and Ms. Neu (each an “Executive,” and together the “Executives”) entered into an Agreement (each an “Separation Agreement,” and together the “Separation Agreements”) with the Company on September 13, 2018. Under the terms of the Separation Agreements, the Executives will receive the following separation payments: (i) $375,000 for Mr. Fagre and $275,000 for Ms. Neu, which is equal to their respective annual base salaries, payable over a period of 52 weeks after their respective separation dates; (ii) a severance bonus of $225,000 and $165,000, respectively, equal to the bonus which would have been payable to the Executive assuming 50% attainment of their specified performance goals for the year, in a single cash payment; (iii) additional severance of $500,000 and $300,000, respectively, payable in cash or Company stock (or a combination thereof), at the Company’s option, (iv) for a period of 12 months following the separation, continuation medical, dental, vision and prescription drug benefits; (v) the use of the Executive’s Company-subsidized leased vehicle for 12 months post-separation, and, after such period, the entitlement to purchase such Company-subsidized leased vehicle; and (vi) any earned but unpaid base salary and other accrued benefits, to the extent vested, under all employee benefit plans in which the Executive participated (except for any plan that provides for bonus, performance incentive, severance, separation pay or termination benefits). Additionally, Mr. Fagre will (i) receive a stipend, in accordance with Company policies, for preparation of his 2018 taxes, and (ii) provide the Company transition services as an at will employee at a salary of $10,000 per month from October 1, 2018 through December 31, 2018, which date shall be deemed Mr. Fagre’s separation date. Ms. Neu’s separation date will be October 1, 2018 and Mr. Fagre separation date is expected to by December 31, 2018.
In addition, the Executives each acknowledged certain previously received certain performance-based and retention equity awards (collectively, the “Awards”) to the 2011 Plan and that the Awards will vest and be settled, if at all, solely in accordance with the terms and conditions of each applicable award agreement and the related plan, which are summarized below:
(i)Earned but unpaid units awarded to the 2017 EIP Award under the Plan (4,018 gross units for Mr. Fagre and 2,318 gross units for Ms. Neu) will vest upon the earlier of the scheduled vesting date under the EIP award agreement or thirty days following the separation date. All remaining units made as part of the 2017 EIP Award will be forfeited upon the separation date.
(ii)The Executive will receive any earned portion of the 2018 EIP Award and the 2018 S3B Award based on actual results; provided that if the minimum performance requirements for such Awards are not met, then such Awards will be forfeited in their entirety.
(iii)Each Executive also acknowledged non-eligibility to participate in the Company’s 2019 incentive programs.
Each Executives’ entitlement to the foregoing consideration is generally subject to that Executive’s continuing compliance with the terms of the respective Separation Agreements, which includes various restrictive covenants, including covenants relating to non-competition, non-solicitation, non-disparagement and confidentiality. Each Executive also agreed to a customary release of potential claims against the Company.
The foregoing description of the Separation Agreements is a summary and is qualified in its entirety by reference to the Separation Agreements, copies of which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ending September 30, 2018. The filing of this report is not an admission that either Mr. Fagre or Ms. Neu is a “named executive officer” of the Company.
Terry L. Polestina, an independent director of the Company, has been designated by the Company’s Board of Directors as its Lead Independent Director.
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About SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB)
Spectrum Brands Holdings, Inc. (SB Holdings) is a diversified global consumer products company. The Company manufactures, markets and/or distributes its products in approximately 160 countries in the North America (NA); Europe, the Middle East and Africa (EMEA); Latin America (LATAM), and Asia-Pacific (APAC) regions. It has five segments: Global Batteries & Appliances (GBA), Global Pet Supplies (PET), Home and Garden (H&G), Hardware & Home Improvement (HHI) and Global Auto Care (GAC). The Company’s GBA segment includes product categories, such as consumer batteries, small appliances and personal care. The Company’s HHI segment includes product categories, such as lockset, plumbing and hardware. The Company’s PET segment’s product categories include aquatics, companion animal and pet food. The Company’s H&G segment’s product categories include controls, household and repellents. The Company’s GAC segment’s product categories include appearance, performance and A/C recharge.