TRINET GROUP, INC. (NYSE:TNET) 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. |
Adoption of the TriNet Group, Inc. Amended and Restated Severance
Plan
Plan
On May 18, 2017, upon the recommendation of the Compensation
Committee (the Committee) of the Board of Directors of the
Company (the Board), the Board adopted and approved the TriNet
Group, Inc. Amended and Restated Severance Plan (the Plan). The
Plan is effective May 18, 2017 and covers senior level employees
of the Company, including the Companys executive officers, that
have been expressly designated in writing as a Participant (each,
a Participant). The Plan supersedes in its entirety the TriNet
Group, Inc. Severance Benefit Plan adopted by the Board in June
2015.
Committee (the Committee) of the Board of Directors of the
Company (the Board), the Board adopted and approved the TriNet
Group, Inc. Amended and Restated Severance Plan (the Plan). The
Plan is effective May 18, 2017 and covers senior level employees
of the Company, including the Companys executive officers, that
have been expressly designated in writing as a Participant (each,
a Participant). The Plan supersedes in its entirety the TriNet
Group, Inc. Severance Benefit Plan adopted by the Board in June
2015.
The Plan provides for the payment of severance and other benefits
to the Participants in the event of a termination of employment
with the Company for Good Reason or a reason other than death,
disability or Cause, as each capitalized term is defined in the
Plan (each, an Involuntary Termination). In the event of an
Involuntary Termination that occurs outside of a Change in
Control Period (as defined in the Plan, a Non-Change in Control
Termination), subject to the Participants execution of a general
release of liability against the Company, the Plan provides the
following payments and benefits to the Participants:
to the Participants in the event of a termination of employment
with the Company for Good Reason or a reason other than death,
disability or Cause, as each capitalized term is defined in the
Plan (each, an Involuntary Termination). In the event of an
Involuntary Termination that occurs outside of a Change in
Control Period (as defined in the Plan, a Non-Change in Control
Termination), subject to the Participants execution of a general
release of liability against the Company, the Plan provides the
following payments and benefits to the Participants:
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a lump sum payment equal to (a) three times the
Participants base salary, in the case of our Chief Executive Officer, or (b) the Participants base salary, in the case of each other Participant; |
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reimbursement of COBRA premiums, until the earliest to
occur of (a) the date that is 18 months, in the case of our Chief Executive Officer, or 12 months, in the case of each other Participant, after such Participants Non-Change in Control Termination, (b) the date on which such Participant becomes eligible for coverage under the group health insurance plans of a subsequent employer, and (c) the date on which such Participant is no longer eligible for continuation coverage under COBRA; and |
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all stock awards with solely time-based vesting terms held
by such Participant shall be vested and, if applicable, exercisable, to the extent they would have vested, become exercisable or lapsed on the date that is (a) 18 months, in the case of our Chief Executive Officer, or (b) 12 months, in the case of each other Participant, following such Participants Non-Change in Control Termination as if employment had continued through such date. |
In addition, in the event of an Involuntary Termination with the
Company that occurs during the time period beginning one day
prior to the date of a Change in Control (as defined in the Plan)
and ending (a) 24 months following the date of Change in Control,
in the case of our Chief Executive Officer, or (b) 18 months, in
the case of each other Participant, (a Change in Control
Termination), subject to the applicable Participants execution of
a general release of liability against the Company, the Plan
provides the following payments and benefits to the Participants:
Company that occurs during the time period beginning one day
prior to the date of a Change in Control (as defined in the Plan)
and ending (a) 24 months following the date of Change in Control,
in the case of our Chief Executive Officer, or (b) 18 months, in
the case of each other Participant, (a Change in Control
Termination), subject to the applicable Participants execution of
a general release of liability against the Company, the Plan
provides the following payments and benefits to the Participants:
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a lump sum payment equal to (a) two times the Participants
base salary, in the case of our Chief Executive Officer, or (b) the Participants base salary, in the case of each other Participant; |
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a lump sum payment equal to (a) two times the Participants
On-Target Bonus (as defined in the Plan), in the case of our Chief Executive Officer, or (b) the Participants On-Target Bonus, in the case of each other Participant; |
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reimbursement of COBRA premiums, until the earliest to
occur of (a) the date that is 24 months, in the case of our Chief Executive Officer, or 12 months, in the case of each other Participant, after such Participants Change in Control Termination, (b) the date on which such Participant becomes eligible for coverage under the group health insurance plans of a subsequent employer, and (c) the date on which such Participant is no longer eligible for continuation coverage under COBRA; and |
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all stock awards with solely time-based vesting terms held
by such Participant shall immediately be fully vested and, if applicable, fully exercisable. |
The Plan does not provide for a gross-up payment to any of the
Participants to offset any excise taxes that may be imposed on
excess parachute payments under Section 4999 (the Excise Tax) of
the Internal Revenue Code of 1986, as amended. Instead, the Plan
provides that in the event that the payments described above
would, if paid, be subject to the Excise Tax, then the payments
will be reduced to the extent necessary so that no portion of the
payments is subject to the Excise Tax, but only if the net amount
of such total payment or benefit as so reduced is greater than or
equal to the net amount of such total payment without such
reduction.
Participants to offset any excise taxes that may be imposed on
excess parachute payments under Section 4999 (the Excise Tax) of
the Internal Revenue Code of 1986, as amended. Instead, the Plan
provides that in the event that the payments described above
would, if paid, be subject to the Excise Tax, then the payments
will be reduced to the extent necessary so that no portion of the
payments is subject to the Excise Tax, but only if the net amount
of such total payment or benefit as so reduced is greater than or
equal to the net amount of such total payment without such
reduction.
The above description is a summary of the terms of the Plan and
is subject to and qualified in its entirety by the terms of the
Plan, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
is subject to and qualified in its entirety by the terms of the
Plan, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2017, TriNet Group, Inc. (the Company) held its 2017
Annual Meeting of Stockholders (the Annual Meeting). At the
Annual Meeting, the Companys stockholders voted on three
proposals, each of which is described in more detail in the
Companys definitive proxy statement on Schedule 14A filed with
the U.S. Securities and Exchange Commission on April 7, 2017. The
voting results for each proposal are set forth below.
Annual Meeting of Stockholders (the Annual Meeting). At the
Annual Meeting, the Companys stockholders voted on three
proposals, each of which is described in more detail in the
Companys definitive proxy statement on Schedule 14A filed with
the U.S. Securities and Exchange Commission on April 7, 2017. The
voting results for each proposal are set forth below.
Proposal 1. Stockholders elected each of the three nominees below
as Class III directors to serve until the Companys 2020 Annual
Meeting of Stockholders or until his or her respective successor
has been duly elected and qualified. The voting results were as
follows:
as Class III directors to serve until the Companys 2020 Annual
Meeting of Stockholders or until his or her respective successor
has been duly elected and qualified. The voting results were as
follows:
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Director Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Percentage of Votes in Favor
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Michael J. Angelakis
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53,747,040
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335,572
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11,421,962
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99.38%
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Burton M. Goldfield
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48,281,554
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5,801,058
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11,421,962
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89.27%
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David C. Hodgson
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47,028,802
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7,053,810
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11,421,962
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86.96%
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Proposal 2. Stockholders approved, on an advisory basis, the
compensation of the Companys named executive officers. The voting
results were as follows:
compensation of the Companys named executive officers. The voting
results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Percentage of Votes in Favor
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53,750,382
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327,529
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4,701
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11,421,962
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99.38%
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Proposal 3. Stockholders ratified the selection of Deloitte
Touche LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2017. The voting
results were as follows:
Touche LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2017. The voting
results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Percentage of Votes in Favor
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65,488,390
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9,923
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6,261
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99.97%
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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TriNet Group, Inc. Amended and Restated Executive
Severance Benefit Plan |
About TRINET GROUP, INC. (NYSE:TNET)
TriNet Group, Inc. (TriNet) is a provider of human resources (HR) solutions for small to medium-sized businesses (SMBs). The Company’s human resource solutions include offerings, such as multi-state payroll processing and tax administration; employee benefits programs, including health insurance and retirement plans; workers compensation insurance and claims management; federal, state and local labor, employment and benefit law compliance; risk mitigation, including employment practices claims management; expense and time management, and human capital consulting. Its cloud-based HR software systems are used by its clients and their employees, whom it refers to as worksite employees (WSEs), to store and manage their HR-related information and conduct a range of HR-related transactions anytime and across the world. It has served over 12,700 clients in all over 50 states, the District of Columbia and Canada, co-employed over 324,000 WSEs. TRINET GROUP, INC. (NYSE:TNET) Recent Trading Information
TRINET GROUP, INC. (NYSE:TNET) closed its last trading session up +0.25 at 31.00 with 151,147 shares trading hands.