TIME INC. (NYSE:TIME) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)On January8, 2018, the Compensation Committee (the “Committee”) of the board of directors of Time Inc. (the “Company”) took the following actions related to the compensation of the Company’s named executive officers:
| • | determined that each of the performance goals established as a condition to the exercisability of the stock options granted to the Company’s executive officers on July24, 2017 (the “Performance Options”) had been satisfied; |
| • | provided that each Performance Option then outstanding would become fully vested upon the closing of the merger (the “Merger Closing”) contemplated by the Agreement and Plan of Merger, dated as of November26, 2017, among the Company, Meredith Corporation and Gotham Merger Sub, Inc. (the “Merger Agreement”), such that each such Performance Option will under the Merger Agreement be canceled and converted into the right to receive a cash amount equal to the product of (i)the total number of shares of common stock of the Company underlying the Performance Option multiplied by (ii)the excess, if any, of the merger consideration payable under the Merger Agreement (the “Merger Consideration”) over the exercise price per share of such Performance Option; |
| • | provided that each of the performance stock units granted to the Company’s executive officers on February13, 2017 (“Company PSUs”) then outstanding would become fully vested upon the Merger Closing, such that each such Company PSU will under the Merger Agreement be canceled and converted into the right to receive a cash amount equal to the product of (i)the total number of shares of common stock then underlying such Company PSU, assuming achievement of performance at target, multiplied by (ii)the Merger Consideration; and |
| • | approved the payment of a one-time, non-recurring cash bonus of $325,000 to each of Richard Battista, President and Chief Executive Officer of the Company, Gregory Giangrande, Executive Vice President, Chief Human Resources and Communications Officer of the Company, Susana D’Emic, Executive Vice President and Chief Financial Officer of the Company, and Jennifer Wong, Chief Operating Officer and President, Digital, of the Company, subject in each case to (i)the occurrence of the Merger Closing and (ii)such executive’s continued employment with the Company through the Merger Closing. |
About TIME INC. (NYSE:TIME)
Time Inc. is a media company. The Company’s brands include People, Sports Illustrated, InStyle, Time, Real Simple, Southern Living, Entertainment Weekly, Travel + Leisure, Cooking Light, Fortune and Food & Wine, as well as over 50 diverse titles in the United Kingdom, such as Decanter, Horse & Hound, and Wallpaper*. The Company’s franchises and events include the Fortune 500, Time 100, People’s Sexiest Man Alive, Sports Illustrated’s Sportsperson of the Year, the Food & Wine Classic in Aspen, the Essence Festival and the biennial Fortune Global Forum. The Company provides content marketing, targeted local print and digital advertising programs, branded book publishing, and marketing and support services, including subscription sales services for magazines and other products, retail distribution and marketing services, and customer service and fulfillment services, for the Company and third-party clients, including other magazine publishers.
