VCA INC. (NASDAQ:WOOF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of May1, 2017, VCA Inc. (the
Company) established the VCA Inc.
Deferred Compensation Plan (the Plan).
The Plan enables the Company to provide unfunded deferred
compensation benefits to select highly compensated or management
level employees and directors of the Company and its
participating affiliates, which may include the Companys named
executive officers. The Plan is designed to comply with
Section409A of the Internal Revenue Code of 1986, as amended, and
applicable provisions of the Employee Retirement Income Security
Act of 1974, as amended. The Plan is administered by a committee
appointed by the Companys Board of Directors (the
Committee), which has discretion to
select employees and directors to participate in the Plan,
interpret the Plan, establish rules and make determinations
regarding calculation and entitlement to benefits under the Plan.
Each Plan year corresponds with the calendar year, except that
the first Plan year will commence on May1, 2017 and end on
December31, 2017. No benefits have been provided under the Plan
as of the date hereof.
The Plan allows each participant to prospectively elect to defer
up to seventy-five percent (75%)of his or her base salary, up to
seventy-five percent (75%)of his or her cash bonuses or
commissions, and up to one hundred percent (50%)of his or her
director fees. Participant deferrals are at all times fully
vested. In addition, the Company may, but is not required to,
credit discretionary contribution allocations to the accounts of
Plan participants, which, in the Companys sole discretion, may
include matching allocation credits. Any such Company allocation
credits will vest in accordance with the vesting schedule
established by the Committee, in its sole discretion. In the
event of a participants death or disability prior to a separation
from service with the Company, or an involuntary separation from
service for a reason other than cause within two years following
a change in control, regardless of the participants vesting
schedule, the participants Company contribution account will be
fully vested and will be distributed in a lump sum.
Compensation deferrals and any Company contribution allocations
are credited to separate bookkeeping accounts maintained on
behalf of each participant. A participants Plan accounts are
divided into subaccounts corresponding with the investment
elections made by the participant. The Plan permits scheduled
distributions and distributions upon separation from service with
the Company, a participants disability or death, or a
participants financial hardship. Distributed amounts are paid in
the form of a lump sum cash payment or, for certain
distributions, in annual cash installment payments over a period
of up to fifteen (15)years (in the case of separation from
service or disability) or up to five (5)years (in the case of
scheduled distributions), as elected by the participant.
Deferral, investment and distribution elections are made
prospectively for each Plan year.
Participants have the status of unsecured general creditors of
the Company with respect to amounts credited to their accounts
under the Plan. Participant accounts are unfunded amounts payable
from the general assets of the Company, although the Company has
established a trust to hold amounts which the Company may use to
satisfy Plan distributions from time to time. The trust is
subject to the claims of the Companys creditors. The Company
retains the discretion to amend or terminate the Plan at any time
(provided that an amendment cannot decrease the value of a
participants vested account in existence as of the date of the
amendment).
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The foregoing description of the Plan does not purport to be
complete and is qualified in its entirety by reference to the
Plan, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
| Item9.01: |
Financial Statements, Pro Forma Financial Information and Exhibits |
(d) Exhibits
| 10.1 | VCA Inc. Deferred Compensation Plan |
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About VCA INC. (NASDAQ:WOOF)
VCA Inc. is an animal healthcare company. The Company operates through five segments. Its Animal Hospital segment provides veterinary services for companion animals and sells related retail and pharmaceutical products. Its Laboratory segment provides diagnostic laboratory testing services for veterinarians, both associated with its animal hospitals and those independent of the Company. Its Medical Technology segment sells digital radiography and ultrasound imaging equipment; provides education and training on the use of that equipment; provides consulting and mobile imaging services, and sells software and ancillary services. Its Vetstreet segment provides a range of services to the veterinary community, including online communications, professional education, marketing solutions and a home delivery platform. Its Camp Bow Wow business franchises a premier provider of pet services, including dog day care, overnight boarding, grooming and other ancillary services at pet care facilities. VCA INC. (NASDAQ:WOOF) Recent Trading Information
VCA INC. (NASDAQ:WOOF) closed its last trading session up +0.17 at 91.74 with 673,860 shares trading hands.
