VECTRUS, INC. (NYSE:VEC) 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. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) Retirement of Chief Executive Officer, President and Director
As part of its succession planning process, the Board of
Directors (the Board) of Vectrus, Inc. (the Company) conducted a
comprehensive search for the next Chief Executive Officer and
President. This search was completed successfully, and on
November 30, 2016, Kenneth W. Hunzeker, the Companys Chief
Executive, President and a member of the Board, notified the
Company of his intention to retire, effective December 5, 2016.
In connection with his retirement, Mr. Hunzeker resigned as an
officer and director of the Company, effective December 5, 2016.
Mr. Hunzekers resignation did not involve any disagreement with
the Company, the Companys management or the Board. He will
participate in the transition process.
Directors (the Board) of Vectrus, Inc. (the Company) conducted a
comprehensive search for the next Chief Executive Officer and
President. This search was completed successfully, and on
November 30, 2016, Kenneth W. Hunzeker, the Companys Chief
Executive, President and a member of the Board, notified the
Company of his intention to retire, effective December 5, 2016.
In connection with his retirement, Mr. Hunzeker resigned as an
officer and director of the Company, effective December 5, 2016.
Mr. Hunzekers resignation did not involve any disagreement with
the Company, the Companys management or the Board. He will
participate in the transition process.
(c) Appointment of New Chief Executive Officer, President and
Director
Director
On November 30, 2016, the Board also appointed Charles L. Prow,
age 57, as Chief Executive Officer and President and a member of
the Board, effective December 6, 2016, succeeding Mr. Hunzeker.
The Companys Articles of Incorporation provide that the Board is
divided into three classes. Mr. Prow will be a Class I Director
whose term expires at the Companys 2018 Annual Meeting of
Shareholders.
age 57, as Chief Executive Officer and President and a member of
the Board, effective December 6, 2016, succeeding Mr. Hunzeker.
The Companys Articles of Incorporation provide that the Board is
divided into three classes. Mr. Prow will be a Class I Director
whose term expires at the Companys 2018 Annual Meeting of
Shareholders.
Mr. Prow has over thirty years of information technology and
federal services experience, including leadership positions at
IBM Corporation, PricewaterhouseCoopers, and Coopers
Lybrand.>>>During his career, he has run large global
government services organizations, delivering solutions to a wide
array of Department of Defense and other government customers.
From August 2015 through August 2016, he served as President, CPS
Professional Services, a service-disabled veteran-owned small
business, where he provided management consulting services to
U.S. government clients. Previously, Mr. Prow served in multiple
roles with IBM Corporation, a multinational technology company,
including: (i) from 2014 to 2015 as General Manager, Global
Government Industry in connection with IBMs technology and
services competencies, where he had responsibility for global
revenues exceeding $9 billion, (ii) from 2012 to 2013 as General
Manager, Global Business Services, with strategic, profit loss
and operational responsibility for IBMs over $4 billion North
America consulting services unit, and (iii) from 2007 to 2012 as
General Manager, Global Business Services, with strategic, profit
loss and operational responsibility for IBMs over $2.4 billion
United States Public Sector business unit. While at IBM, he was
successful in creating market differentiation through the
integration of IBMs technology and service competencies. He
established strategies that focused on delivering complex
solutions to critical government missions for national security,
federal civilian agencies, and state and local entities. These
efforts resulted in market share expansion, revenue growth, and
margin improvement. He currently serves on the boards of Wolf
Trap Foundation for the Performing Arts, the International
Research and Exchange Board (IREX) and the World Affairs
Council-DC.
federal services experience, including leadership positions at
IBM Corporation, PricewaterhouseCoopers, and Coopers
Lybrand.>>>During his career, he has run large global
government services organizations, delivering solutions to a wide
array of Department of Defense and other government customers.
From August 2015 through August 2016, he served as President, CPS
Professional Services, a service-disabled veteran-owned small
business, where he provided management consulting services to
U.S. government clients. Previously, Mr. Prow served in multiple
roles with IBM Corporation, a multinational technology company,
including: (i) from 2014 to 2015 as General Manager, Global
Government Industry in connection with IBMs technology and
services competencies, where he had responsibility for global
revenues exceeding $9 billion, (ii) from 2012 to 2013 as General
Manager, Global Business Services, with strategic, profit loss
and operational responsibility for IBMs over $4 billion North
America consulting services unit, and (iii) from 2007 to 2012 as
General Manager, Global Business Services, with strategic, profit
loss and operational responsibility for IBMs over $2.4 billion
United States Public Sector business unit. While at IBM, he was
successful in creating market differentiation through the
integration of IBMs technology and service competencies. He
established strategies that focused on delivering complex
solutions to critical government missions for national security,
federal civilian agencies, and state and local entities. These
efforts resulted in market share expansion, revenue growth, and
margin improvement. He currently serves on the boards of Wolf
Trap Foundation for the Performing Arts, the International
Research and Exchange Board (IREX) and the World Affairs
Council-DC.
He received his Bachelor of Science in Management and Data
Processing from Northwest Missouri State University.
Processing from Northwest Missouri State University.
There is no arrangement or understanding between Mr. Prow and any
other person to which Mr. Prow was selected as the Companys Chief
Executive Officer, President and Director. Mr. Prow has no family
relationships with any director or executive officer of the
Company. Mr. Prow is not a party to any transaction required to
be disclosed to Item 404(a) of Regulation S-K.
other person to which Mr. Prow was selected as the Companys Chief
Executive Officer, President and Director. Mr. Prow has no family
relationships with any director or executive officer of the
Company. Mr. Prow is not a party to any transaction required to
be disclosed to Item 404(a) of Regulation S-K.
(e) Prow Letter Agreement
to an offer letter (the Prow Letter Agreement), dated November
30, 2016, with the Company, the terms of which were approved by
the independent directors of the Board, including the Companys
Compensation and Personnel Committee (the Committee), the
material terms of Mr. Prows
30, 2016, with the Company, the terms of which were approved by
the independent directors of the Board, including the Companys
Compensation and Personnel Committee (the Committee), the
material terms of Mr. Prows
compensation include the following elements: (i) an annual base
salary of $600,000, subject to review by the Committee from time
to time, (ii) eligibility for an annual incentive bonus with a
target amount for 2017 of 50% of his annual base salary, (ii)
eligibility for annual equity awards with an aggregate long-term
incentive target for 2017 of 900,000 under the Companys Long-Term
Incentive Program, subject to approval by the Committee. It is
anticipated that fifty percent (50%) of his 2017 award will be in
the form of a cash incentive opportunity tied to relative total
shareholder return; thirty percent (30%) will be in the form of
time-vesting restricted stock units; and twenty percent (20%)
will be in the form of time-vesting non-qualified stock options.
In addition, as a one-time incentive, on December 8, 2016, he
will receive a special restricted stock unit grant valued at
$600,000 with annual vesting over three years. He will also be
eligible to participate in the Companys compensation and benefit
plans, policies and arrangements that are applicable to other
executives, including the Companys Senior Executive Severance Pay
Plan and Special Senior Executive Severance Pay Plan. Mr. Prow
will be an at-will employee at all times.
salary of $600,000, subject to review by the Committee from time
to time, (ii) eligibility for an annual incentive bonus with a
target amount for 2017 of 50% of his annual base salary, (ii)
eligibility for annual equity awards with an aggregate long-term
incentive target for 2017 of 900,000 under the Companys Long-Term
Incentive Program, subject to approval by the Committee. It is
anticipated that fifty percent (50%) of his 2017 award will be in
the form of a cash incentive opportunity tied to relative total
shareholder return; thirty percent (30%) will be in the form of
time-vesting restricted stock units; and twenty percent (20%)
will be in the form of time-vesting non-qualified stock options.
In addition, as a one-time incentive, on December 8, 2016, he
will receive a special restricted stock unit grant valued at
$600,000 with annual vesting over three years. He will also be
eligible to participate in the Companys compensation and benefit
plans, policies and arrangements that are applicable to other
executives, including the Companys Senior Executive Severance Pay
Plan and Special Senior Executive Severance Pay Plan. Mr. Prow
will be an at-will employee at all times.
The foregoing description of the terms of the Prow Letter
Agreement is not complete and is subject to, and qualified in its
entirety by, the terms of the Prow Letter Agreement. A copy of
the Prow Letter Agreement is attached hereto as Exhibit 10.01 and
incorporated herein by reference.
Agreement is not complete and is subject to, and qualified in its
entirety by, the terms of the Prow Letter Agreement. A copy of
the Prow Letter Agreement is attached hereto as Exhibit 10.01 and
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is a press release issued by the
Company on December 6, 2016.
Company on December 6, 2016.
The information contained in this Item 7.01 (including Exhibit
99.1) is furnished to Item 7.01 Regulation FD Disclosure and
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or incorporated by reference into any filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing.
99.1) is furnished to Item 7.01 Regulation FD Disclosure and
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or incorporated by reference into any filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.>>>> Description
|
10.01
|
Prow Letter Agreement, dated November 30, 2016, between
Vectrus, Inc. and Charles L. Prow |
99.1 Press release issued by Vectrus, Inc. on December 6, 2016
About VECTRUS, INC. (NYSE:VEC)
Vectrus, Inc. is a provider of services to the United States Government across the world. The Company offers services, including infrastructure asset management, logistics and supply chain management, and information technology and network communication. Its infrastructure asset management services support the United States Army, Air Force and Navy, and include infrastructure services, security, warehouse management and distribution, ammunition management, civil engineering, air base maintenance and operations, communications, emergency services, transportation, and life support activities at various global military installations. Its logistics and supply chain management services support and maintain the vehicle and equipment stocks of the United States Army and Marine Corps. Its information technology and network communication services consist of sustainment of communications systems, network security, systems installation and life cycle management of information technology systems. VECTRUS, INC. (NYSE:VEC) Recent Trading Information
VECTRUS, INC. (NYSE:VEC) closed its last trading session up +0.49 at 23.60 with 95,496 shares trading hands.
