TechTarget, Inc. (NASDAQ:TTGT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December16, 2016, the Board of Directors of TechTarget, Inc.
(the Company) elected Mr.Daniel Noreck as the Chief Financial
Officer and Treasurer of the Company, effective December19, 2016.
Mr.Noreck replaces Ms.Janice OReilly who has been Chief Financial
Officer since May4, 2012 and who, as previously reported,
resigned on September22, 2016 effective on the earlier of
December31, 2016 and the appointment of a new Chief Financial
Officer. Prior to joining the Company, Mr.Noreck, 44, served over
six years as Chief Financial Officer and Treasurer of the
Providence and Worcester Railroad Company, a regional freight
railroad operating in Massachusetts, Rhode Island, Connecticut
and New York. Prior to joining the Providence and Worcester
Railroad Company, Mr.Noreck served as Senior Audit Manager at
Lefkowitz, Garfinkel, Champi DeRienzo P.C., a provider of
financial, accounting, auditing, and bookkeeping services from
July 2003 to September 2010.
The Company and Mr.Noreck entered into an Employment Agreement,
dated December19, 2016 (the Agreement) in connection with
Mr.Norecks appointment. The Agreement has an initial term of one
year, and renews automatically for successive one-year terms
unless either the Company or Mr.Noreck provide not less than 60
days written notice not to extend the Agreement. Under the
Agreement, the Company will pay Mr.Noreck an initial annual base
salary of $225,000 and he will be eligible to participate in the
Companys annual incentive program, with a 2017 target bonus
amount of $50,000. For all subsequent years, Mr.Norecks annual
target bonus amount shall be established by the Board of
Directors or the Compensation Committee of the Board of Directors
(the Compensation Committee). Mr.Noreck will also be entitled to
participate in any qualified retirement plans, deferred
compensation plans, stock option and incentive plans, stock
purchase plans and other employee benefit plans that the Company
provides to senior executives. The Agreement includes severance
and change of control provisions. In the event Mr.Norecks
employment is terminated by the Company without cause or he
voluntarily terminates his employment for good reason or in the
event of his death or disability, as each of those terms is
defined in the Agreement, Mr.Noreck would be entitled to receive
his salary at the rate then in effect and his health benefits (if
applicable) for a period of nine months, a portion of his target
bonus amount and acceleration of certain equity grants, as well
as certain other benefits as set forth in the Agreement.
Additionally, in the event of a change of control, as that term
is defined under Section409A of the Internal Revenue Code of
1986, as amended, Mr.Noreck would be entitled to acceleration of
certain equity grants. The above summary of Mr.Norecks employment
agreement is qualified in its entirety by the actual Agreement, a
copy of which is filed with this Current Report on Form 8-K as
Exhibit 10.1 and which is incorporated into this Item5.02 by
reference.
In addition to the foregoing, Mr.Noreck has been granted
forty-five thousand (45,000)restricted stock units (RSUs) to the
Companys 2007 Stock Option and Incentive Plan. The RSUs will vest
ratably in three tranches of 33.33% over the next three years.
Item7.01 Regulation FD Disclosure.
On December19, 2016, the Company issued a press release
announcing the election of Mr.Noreck. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item7.01, including the exhibits attached
hereto, shall not be deemed filed for purposes of Section18 of
the Exchange Act, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item9.01 Financial Statements and Exhibits
(d) Exhibits. The following Exhibit 10.1 relating to Item5.02 is
filed herewith and the following Exhibit 99.1 relating to
Item7.01 is furnished herewith and shall not be deemed filed.:
| 10.1 |
Employment Agreement between Daniel Noreck and the Company dated December19, 2016. |
|
| 99.1 |
Press Release of TechTarget, Inc. issued December19, 2016 is furnished herewith. |
About TechTarget, Inc. (NASDAQ:TTGT)
TechTarget, Inc. provides online content that helps buyers and sellers of corporate information technology (IT) products and services. The Company’s offerings enable IT vendors to identify, reach and influence corporate IT decision makers researching specific IT purchases through customized marketing programs that include data analytics-driven intelligence solutions, demand generation and brand advertising. Its Websites focuses on IT sectors, such as storage, security or networking and for decision support information. Its content enables IT professionals to navigate the IT landscape where purchasing decisions can have financial and operational consequences. Its marketing opportunities and audience extensions are addressed using approximately nine distinct media groups, including Application Architecture and Development; Channel; CIO/IT Strategy; Data Center and Virtualization Technologies; Business Applications and Analytics; Networking; Security; Storage, and TechnologyGuide. TechTarget, Inc. (NASDAQ:TTGT) Recent Trading Information
TechTarget, Inc. (NASDAQ:TTGT) closed its last trading session up +0.05 at 8.54 with 119,051 shares trading hands.