STR Holdings, Inc. (OTCMKTS:STRI) 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. |
Purchaser Director Appointment
On March 16, 2017, Mr. Lenian Charles Zha was appointed to the
Board of Directors (the Board) of STR Holdings, Inc. (the
Company). Mr. Zha was selected as a member of the Board to the
terms of the Stock Purchase Agreement, dated as of August 11,
2014 (the Purchase Agreement), by and between the Company and
Zhen Fa New Energy (U.S.) Co., Ltd. (the Purchaser), a Nevada
corporation and an affiliate of Zhenfa Energy Group Co., Ltd., a
Chinese limited liability company. to the Purchase Agreement, Mr.
Zha was nominated by the Purchaser to fill a vacancy on the
Board.
Mr. Zha, 54, has served in various positions with Cisco Systems,
Inc. (Cisco), an information technology products and services
provider, since 2000, most recently as a Program Manager, where
he manages Cisco Services Compliance. Prior to that, Mr. Zha
served as a Business Operations Manager, where he managed
business intelligence programs and focused on long-term planning,
sales opportunities, revenue/cost and risk analysis and product
lifecycle management. Since September 2002, Mr. Zha has also
served as the owner and Chief Executive Officer of BiLink, Inc.,
a provider of business consulting services. Mr. Zha received his
Master of Science in Electrical Engineering from the Rose-Hulman
Institute of Technology in 1992.
It is anticipated that Mr. Zhas extensive engineering and project
management experience will bring valuable perspectives to the
Board.
Mr. Zha is an independent director (in accordance with the rules
of the New York Stock Exchange). Mr. Zha does not have a family
relationship with any other director or executive officer. There
are no arrangements or understandings, other than the Purchase
Agreement, to which Mr. Zha was selected as a director. There
have been no transactions nor are there any proposed transactions
between the Company and Mr. Zha, including transactions in which
Mr. Zha has or would have a direct or indirect material interest,
that would require disclosure to Item 404(a) of Regulation S-K.
Retention Agreement
On March 17, 2017, the Company entered into a Retention Bonus
Agreement (the Retention Bonus Agreement) with Thomas D. Vitro,
the Companys Vice President, Chief Financial Officer and Chief
Accounting Officer, in recognition of his continued service to
the Company. Under the terms of the Retention Bonus Agreement, if
Mr. Vitro remains continuously employed by the Company through
the periods (each, a Retention Period and collectively, the
Retention Periods) commencing on March 17, 2017 and ending on
each of December 31, 2017, June 30, 2018 and December 31, 2018
(each, an Outside Date and collectively, the Outside Dates), the
Company will pay to Mr. Vitro an amount equal to $100,000, for
the Retention Period ending on December 31, 2017, $50,000 for the
Retention Period ending on June 30, 2018, and $50,000 for the
Retention Period ending on December 31, 2018 (each, a Retention
Bonus and collectively, the Retention Bonuses).
Mr. Vitro will earn the Retention Bonus for a Retention Period
only if he is actively employed by the Company throughout such
Retention Period, including on the Outside Date for such
Retention Period; provided, however, that if Mr. Vitros
employment with the Company is terminated by the Company without
Cause (as such term is defined in the Retention Bonus Agreement),
or by Mr. Vitro for Good Reason (as such term is defined in the
Retention Bonus Agreement), then Mr. Vitro will be entitled to
receive the applicable Retention Bonus for the applicable
Retention Period. If Mr. Vitros employment is terminated by the
Company with Cause or by Mr. Vitro without Good Reason, Mr. Vitro
will not receive a Retention Bonus for the Retention Period
during which his employment was terminated, or for any subsequent
Retention Period. The Retention Bonus will be paid in one lump
sum cash payment within five (5) business days following the
completion of the applicable Retention Period.
The foregoing summary of the Retention Bonus Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Retention Bonus Agreement
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
Retention Agreement, effective March 17, 2017, by and between STR Holdings, Inc. and Thomas D. Vitro |
About STR Holdings, Inc. (OTCMKTS:STRI)
STR Holdings, Inc. is a holding company. The Company is a provider of encapsulants to the solar industry. Encapsulant is a component used to protect solar cells and hold solar modules together. The Company has developed ethylene-vinyl acetate (EVA)-based encapsulants for use in commercial solar module manufacturing. The Company’s encapsulant formulations offer a range of properties and processing attributes, including various curing times and temperatures that align with the requirements of its customers’ individual lamination processes and module constructions. The Company’s formulations can be used in both crystalline silicon and thin-film modules. The Company operates production facilities in Llanera, Asturias, Spain and Shajiabang, Changshu, Jiangsu Province, China. It has a total annual production capacity of approximately 5.1 gigawatts. Its customers are solar module manufacturers located mainly in North America, Europe and Asia. STR Holdings, Inc. (OTCMKTS:STRI) Recent Trading Information
STR Holdings, Inc. (OTCMKTS:STRI) closed its last trading session up +0.015 at 0.195 with shares trading hands.