Welbilt, Inc. (NYSE:WBT) 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. |
On April 28, 2017, Welbilt, Inc. (the Company) appointed Haresh
Shah to Senior Vice President and Chief Financial Officer,
effective May 1, 2017 (the Effective Date).
Shah to Senior Vice President and Chief Financial Officer,
effective May 1, 2017 (the Effective Date).
Mr. Shah, 48, joined the Company as Vice President, Corporate
Controller and Chief Accounting Officer effective June 13, 2016.
Prior to joining the Company, he served as Vice President,
Corporate Controller of Syniverse Technologies, LLC, a mobile
communication services leader in mobile interoperability, mobile
communications and mobile expertise, from 2012 until May 2016. He
previously served in financial leadership roles at Amkor
Technology, Inc., a leading provider of outsourced semiconductor
packaging and test services, including Vice President,
International Finance, from 2009 until 2012. Prior thereto, he
held positions with increasing responsibility at Alcatel-Lucent,
a provider of internet protocol (IP) and cloud networking and
ultra-broadband access, from 2000 until 2008, including serving
as Controller, Asia Pacific and China – Convergence Business
Group. Mr. Shah earned a B.B.A. degree in accountancy from
Bernard M. Baruch College in New York and is a Certified Public
Accountant.
Controller and Chief Accounting Officer effective June 13, 2016.
Prior to joining the Company, he served as Vice President,
Corporate Controller of Syniverse Technologies, LLC, a mobile
communication services leader in mobile interoperability, mobile
communications and mobile expertise, from 2012 until May 2016. He
previously served in financial leadership roles at Amkor
Technology, Inc., a leading provider of outsourced semiconductor
packaging and test services, including Vice President,
International Finance, from 2009 until 2012. Prior thereto, he
held positions with increasing responsibility at Alcatel-Lucent,
a provider of internet protocol (IP) and cloud networking and
ultra-broadband access, from 2000 until 2008, including serving
as Controller, Asia Pacific and China – Convergence Business
Group. Mr. Shah earned a B.B.A. degree in accountancy from
Bernard M. Baruch College in New York and is a Certified Public
Accountant.
Mr. Shah was not selected as Senior Vice President and Chief
Financial Officer to any agreement or understanding between him
and any other person. Mr. Shah does not have any director or
indirect material interest in any transaction requiring
disclosure under Item 404(a) of Regulation S-K nor any family
relationships reportable under Item 401(d) of Regulation S-K.
Financial Officer to any agreement or understanding between him
and any other person. Mr. Shah does not have any director or
indirect material interest in any transaction requiring
disclosure under Item 404(a) of Regulation S-K nor any family
relationships reportable under Item 401(d) of Regulation S-K.
Employment Agreement
In connection with Mr. Shahs appointment, he entered into a
standard employment agreement with the Company (the Employment
Agreement). Under the terms of the Employment Agreement, Mr. Shah
will have an annual base salary of $380,000. Mr. Shah will also
be eligible to participate in the Companys Short Term Incentive
Plan with a target annual compensation level of 80%, and he will
be eligible to receive long-term incentive awards under the
Companys Omnibus Incentive Plan. The target values of the
long-term incentive awards granted to Mr. Shah will be determined
annually by the Compensation Committee of the Companys Board of
Directors and is currently $500,000 per year.
standard employment agreement with the Company (the Employment
Agreement). Under the terms of the Employment Agreement, Mr. Shah
will have an annual base salary of $380,000. Mr. Shah will also
be eligible to participate in the Companys Short Term Incentive
Plan with a target annual compensation level of 80%, and he will
be eligible to receive long-term incentive awards under the
Companys Omnibus Incentive Plan. The target values of the
long-term incentive awards granted to Mr. Shah will be determined
annually by the Compensation Committee of the Companys Board of
Directors and is currently $500,000 per year.
The Employment Agreement provides that Mr. Shah is eligible to
participate in the Companys 401(k) Retirement Plan and to receive
health, dental and life insurance under the Companys plans. The
Employment Agreement also provides that Mr. Shah will be provided
with other benefits customarily offered to the Companys executive
officers, including: (1) four weeks vacation per year; (2) a
vehicle allowance of $10,800 per year; (3) reimbursement of tax
preparation and financial planning fees up to a maximum of
$10,000 per year; and (4) reimbursement for one physical
examination every year. Mr. Shah will also be eligible to
participate in the Companys Deferred Compensation Plan.
participate in the Companys 401(k) Retirement Plan and to receive
health, dental and life insurance under the Companys plans. The
Employment Agreement also provides that Mr. Shah will be provided
with other benefits customarily offered to the Companys executive
officers, including: (1) four weeks vacation per year; (2) a
vehicle allowance of $10,800 per year; (3) reimbursement of tax
preparation and financial planning fees up to a maximum of
$10,000 per year; and (4) reimbursement for one physical
examination every year. Mr. Shah will also be eligible to
participate in the Companys Deferred Compensation Plan.
The Employment Agreement provides that if Mr. Shahs employment is
terminated by the Company without Cause (as defined in the
Employment Agreements) or by Mr. Shah with Good Reason (as
defined in the Employment Agreements), subject to the execution
of a release of any and all claims or potential claims against
the Company, Mr. Shah will be entitled to receive a severance
payment. Mr. Shahs severance payment will equal 12 months base
salary plus an amount equal to the pro rata annual incentive
compensation for the year of termination, plus an amount equal to
50% of the targeted annual incentive compensation amount for the
year of termination. The severance payments are subject to offset
by the amount of any base salary, short-term incentive
compensation or cash compensation earned by Mr. Shah or to which
Mr. Shah is entitled during the severance pay period: (i) from
any subsequent employer following the termination of his
employment with the Company, or (ii) from the Company under any
Contingent Employment Agreement. If Mr. Shahs employment is
terminated by the Company without Cause or by Mr. Shah with Good
Reason, then all outstanding equity awards granted to Mr. Shah
prior to the year of termination will be deemed fully vested
(provided, in the case of certain performance-based equity awards
granted after 2016, that specified performance goals have been
attained). If Mr. Shah is terminated for Cause, payment of all
compensation from the Company to Mr. Shah will immediately cease,
except for any compensation accrued but unpaid through the date
of termination.
terminated by the Company without Cause (as defined in the
Employment Agreements) or by Mr. Shah with Good Reason (as
defined in the Employment Agreements), subject to the execution
of a release of any and all claims or potential claims against
the Company, Mr. Shah will be entitled to receive a severance
payment. Mr. Shahs severance payment will equal 12 months base
salary plus an amount equal to the pro rata annual incentive
compensation for the year of termination, plus an amount equal to
50% of the targeted annual incentive compensation amount for the
year of termination. The severance payments are subject to offset
by the amount of any base salary, short-term incentive
compensation or cash compensation earned by Mr. Shah or to which
Mr. Shah is entitled during the severance pay period: (i) from
any subsequent employer following the termination of his
employment with the Company, or (ii) from the Company under any
Contingent Employment Agreement. If Mr. Shahs employment is
terminated by the Company without Cause or by Mr. Shah with Good
Reason, then all outstanding equity awards granted to Mr. Shah
prior to the year of termination will be deemed fully vested
(provided, in the case of certain performance-based equity awards
granted after 2016, that specified performance goals have been
attained). If Mr. Shah is terminated for Cause, payment of all
compensation from the Company to Mr. Shah will immediately cease,
except for any compensation accrued but unpaid through the date
of termination.
If Mr. Shah is unable to perform his duties under his Employment
Agreement due to his disability, his Employment Agreement will
terminate. Upon such termination, he will continue to receive his
standard compensation, reduced by any disability payment to which
he may be entitled in lieu of such compensation, until the first
anniversary of the Effective Date. If Mr. Shah dies prior to a
separation from service with the Company, all payments and rights
to compensation and benefits under the Employment Agreement will
immediately cease, except for any compensation and benefits
accrued but unpaid through the date of death.
Agreement due to his disability, his Employment Agreement will
terminate. Upon such termination, he will continue to receive his
standard compensation, reduced by any disability payment to which
he may be entitled in lieu of such compensation, until the first
anniversary of the Effective Date. If Mr. Shah dies prior to a
separation from service with the Company, all payments and rights
to compensation and benefits under the Employment Agreement will
immediately cease, except for any compensation and benefits
accrued but unpaid through the date of death.
Under the terms of the Employment Agreement, Mr. Shah is required
to agree to non-competition, non-solicitation and confidentiality
obligations.
to agree to non-competition, non-solicitation and confidentiality
obligations.
The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Form of Employment
Agreement, filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
purport to be complete and is qualified in its entirety by
reference to the complete text of the Form of Employment
Agreement, filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
Contingent Employment Agreement
Mr. Shah will also enter into a standard contingent employment
agreement with the Company (the Contingent Employment
Agreement).
agreement with the Company (the Contingent Employment
Agreement).
The Contingent Employment Agreement provides generally that in
the event of a change in control (as defined in the Agreement)
of the Company Mr. Shah will continue to be employed for two
years. Under the Contingent Employment Agreement, Mr. Shah
would remain employed at the same position held as of the
change in control date, and would receive a salary at least
equal to the salary in effect as of such date, plus all
bonuses, incentive compensation, and other benefits extended by
the Company to its executive officers and key employees,
provided that the plans and bonus opportunity are no less
favorable than those that were available prior to a change in
control. After a change in control, Mr. Shahs compensation
would be subject to upward adjustment at least annually based
upon his contributions and the level of increases provided to
other officers and employees. The Contingent Employment
Agreement would terminate prior to the end of the applicable
employment period if Mr. Shah voluntarily retires or is
terminated for cause, as defined in the Contingent Employment
Agreement.
the event of a change in control (as defined in the Agreement)
of the Company Mr. Shah will continue to be employed for two
years. Under the Contingent Employment Agreement, Mr. Shah
would remain employed at the same position held as of the
change in control date, and would receive a salary at least
equal to the salary in effect as of such date, plus all
bonuses, incentive compensation, and other benefits extended by
the Company to its executive officers and key employees,
provided that the plans and bonus opportunity are no less
favorable than those that were available prior to a change in
control. After a change in control, Mr. Shahs compensation
would be subject to upward adjustment at least annually based
upon his contributions and the level of increases provided to
other officers and employees. The Contingent Employment
Agreement would terminate prior to the end of the applicable
employment period if Mr. Shah voluntarily retires or is
terminated for cause, as defined in the Contingent Employment
Agreement.
The Contingent Employment Agreement also provides for the
following contingent benefits:
following contingent benefits:
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In the event Mr. Shah was terminated without cause
following a change in control, he would be entitled to receive a payment equal to the base salary and benefits he would have otherwise been paid but for the termination, and the annual incentive compensation he would have otherwise been paid but for the termination, calculated on the basis of his target bonus for the year of termination, through the applicable employment period. |
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Mr. Shahs equity-based awards would not automatically
vest upon a change in control if his employment continued. However, if his employment is subsequently terminated by the surviving entity without cause, or by him for good reason, in either case within 24 months following a change of control, all of his equity-based awards that are in effect as of the date of such termination will be vested in full or deemed earned in full (assuming the maximum performance goals provided under such award were met, if applicable) effective on the date of such termination (i.e., a double trigger). In addition, to the extent that equity-based awards are not assumed by the purchaser, successor or surviving entity in the change in control, or a more favorable outcome is not provided in the applicable plan or award agreement, upon a change of control: (1) stock options, stock-appreciation rights and time-based restricted stock (including restricted stock units) will vest and may be paid out in cash; (2) performance-based awards will be pro-rated and paid out in cash assuming the greater of target or projected actual performance (based on the assumption that the applicable performance goals continue to be achieved at the same rate through the end of the performance period as they are at the time of the change of control); and (3) each other type of equity-based award not mentioned above will be paid out in cash based on the value of the award as of the date of the change of control. |
Under the Contingent Employment Agreement, in the event Mr.
Shah was terminated for cause, he would be entitled only to the
salary and benefits accrued and vested as of the effective date
of the termination. The Contingent Employment Agreement is
terminable by either party at any time prior to a change in
control.
Shah was terminated for cause, he would be entitled only to the
salary and benefits accrued and vested as of the effective date
of the termination. The Contingent Employment Agreement is
terminable by either party at any time prior to a change in
control.
If Mr. Shah was terminated without cause within six months
prior to a change in control and it was reasonably demonstrated
by him that the termination (i) was at the request of a third
party who has taken steps reasonably calculated to effect a
change in control; or (ii) otherwise arose in connection with
or in anticipation of a change in control, Mr. Shah would be
entitled to the severance payment and benefits that he would
have otherwise received if he was terminated without cause
following a change in control.
prior to a change in control and it was reasonably demonstrated
by him that the termination (i) was at the request of a third
party who has taken steps reasonably calculated to effect a
change in control; or (ii) otherwise arose in connection with
or in anticipation of a change in control, Mr. Shah would be
entitled to the severance payment and benefits that he would
have otherwise received if he was terminated without cause
following a change in control.
If any of the payments to Mr. Shah would constitute an excess
parachute payment under Section 280G of the Internal Revenue
Code and would result in the imposition on him of an excise tax
under Section 4999 of the Internal Revenue Code (the Excise
Tax), Mr. Shah would not be entitled to any tax gross up
amount; however, he would be entitled to receive the best net
treatment. Under the best net treatment, if the after-tax
amount (taking into account all federal, state and local
excise, income and other taxes) that would be retained by Mr.
Shah is less than the after-tax amount that would be retained
by Mr. Shah if he was instead to be paid or provided (as the
case may be) the maximum amount that he could receive without
being subject to the Excise Tax (the Reduced Amount), then he
would be entitled to receive the Reduced Amount instead of the
full amount that would have been subject to the Excise Tax.
parachute payment under Section 280G of the Internal Revenue
Code and would result in the imposition on him of an excise tax
under Section 4999 of the Internal Revenue Code (the Excise
Tax), Mr. Shah would not be entitled to any tax gross up
amount; however, he would be entitled to receive the best net
treatment. Under the best net treatment, if the after-tax
amount (taking into account all federal, state and local
excise, income and other taxes) that would be retained by Mr.
Shah is less than the after-tax amount that would be retained
by Mr. Shah if he was instead to be paid or provided (as the
case may be) the maximum amount that he could receive without
being subject to the Excise Tax (the Reduced Amount), then he
would be entitled to receive the Reduced Amount instead of the
full amount that would have been subject to the Excise Tax.
The Contingent Employment Agreement also provides that if Mr.
Shah is terminated (i) without cause prior to the end of the
employment period; or (ii) within six months prior to a change
in control in anticipation of a change in control as explained
above, Mr. Shah will be prohibited from competing with the
Company for (y) the lesser of two years or the unexpired term
of the employment period or (z) two years in the case of a
termination within six months prior to a change in control in
anticipation of a change in control as described above.
Shah is terminated (i) without cause prior to the end of the
employment period; or (ii) within six months prior to a change
in control in anticipation of a change in control as explained
above, Mr. Shah will be prohibited from competing with the
Company for (y) the lesser of two years or the unexpired term
of the employment period or (z) two years in the case of a
termination within six months prior to a change in control in
anticipation of a change in control as described above.
The foregoing description of the Contingent Employment
Agreement does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Form of
Contingent Employment Agreement, filed as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by
reference.
Agreement does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Form of
Contingent Employment Agreement, filed as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by
reference.
Other Plans and Arrangements
In addition to the Employment Agreement and the Contingent
Employment Agreement, Mr. Shah may enter into other agreements
and participate in other compensation or benefit plans and
programs with the Company as may be generally made available to
other Company employees at his level.
Employment Agreement, Mr. Shah may enter into other agreements
and participate in other compensation or benefit plans and
programs with the Company as may be generally made available to
other Company employees at his level.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Company held its 2017 Annual Meeting of Stockholders on
April 28, 2017 (the Annual Meeting). On that date, the
independent inspector of elections for the Annual Meeting
delivered its final tabulation of voting results for each of
the matters submitted to a vote at the Annual Meeting,
certifying the voting results set forth below.
April 28, 2017 (the Annual Meeting). On that date, the
independent inspector of elections for the Annual Meeting
delivered its final tabulation of voting results for each of
the matters submitted to a vote at the Annual Meeting,
certifying the voting results set forth below.
As of February 28, 2017, the record date for the
determination of the stockholders entitled to notice of, and
to vote at, the Annual Meeting, 138,856,107 shares of the
Companys common stock were outstanding and eligible to vote.
A total of 122,261,090 shares were voted in person or by
proxy at the Annual Meeting, constituting a quorum.
determination of the stockholders entitled to notice of, and
to vote at, the Annual Meeting, 138,856,107 shares of the
Companys common stock were outstanding and eligible to vote.
A total of 122,261,090 shares were voted in person or by
proxy at the Annual Meeting, constituting a quorum.
The Companys stockholders elected the following directors for
terms expiring at the Companys 2018 annual meeting or until
their respective successors are duly elected and qualified:
terms expiring at the Companys 2018 annual meeting or until
their respective successors are duly elected and qualified:
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Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes
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Dino J. Bianco
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104,326,765
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1,329,884
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16,604,441
|
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Joan K. Chow
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105,286,898
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369,751
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16,604,441
|
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Thomas D. Davis
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104,134,961
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1,521,688
|
16,604,441
|
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Cynthia M. Egnotovich
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105,270,007
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386,642
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16,604,441
|
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Andrew Langham
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101,739,769
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3,916,880
|
16,604,441
|
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Hubertus M. Muehlhaeuser
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104,222,405
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1,434,244
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16,604,441
|
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Brian R. Gamache
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105,008,923
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647,726
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16,604,441
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The Companys stockholders ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017 by the votes indicated:
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017 by the votes indicated:
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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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121,794,129
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331,776
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135,185
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The Companys stockholders voted to approve, by advisory vote,
the compensation of the Companys named executive officers.
The compensation of the Companys named executive officers was
approved, by advisory vote, by the votes indicated:
the compensation of the Companys named executive officers.
The compensation of the Companys named executive officers was
approved, by advisory vote, by the votes indicated:
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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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103,640,360
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1,631,301
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384,988
|
16,604,441
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The Companys stockholders voted to recommend, by advisory
vote, the frequency of the advisory vote on executive
compensation. The frequency of future advisory votes on
executive compensation was recommended, by advisory vote, by
the votes indicated:
vote, the frequency of the advisory vote on executive
compensation. The frequency of future advisory votes on
executive compensation was recommended, by advisory vote, by
the votes indicated:
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1 Year
|
2 Years
|
3 Years
|
Abstentions
|
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99,855,145
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611,727
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5,004,029
|
185,748
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The Companys stockholders voted to approve the material terms
of the performance goals under the Companys 2016 Omnibus
Incentive Plan, by the votes indicated:
of the performance goals under the Companys 2016 Omnibus
Incentive Plan, by the votes indicated:
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Votes For
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Votes Against
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Abstentions
|
Broker Non-Votes
|
|
104,004,517
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1,340,865
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311,267
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16,604,441
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Item 9.01. Financial Statements and Exhibits.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits. The following exhibit is being filed
herewith: |
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(10.1)
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Form of Employment Agreement (filed as Exhibit 10.1
to the Companys Current Report on Form 8-K (File No. 001-37548), filed on November 7, 2016 and incorporated herein by reference). |
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(10.2)
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Form of Contingent Employment Agreement (filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K (File No. 001-37548), filed on March 14, 2016 and incorporated herein by reference). |
About Welbilt, Inc. (NYSE:WBT)
Welbilt, Inc., formerly Manitowoc Foodservice, Inc., is a commercial foodservice equipment company. The Company designs, manufactures and supplies food and beverage equipment for the global commercial foodservice market, offering customers operator and patron insights, kitchen solutions, culinary expertise, and implementation support and service. It operates through three segments: Americas, EMEA and APAC. The Americas segment includes the United States, Canada and Latin America. The EMEA segment consists of markets in Europe, Middle East and Africa, including Russia and the commonwealth of independent states. The APAC segment consists of markets in China, Singapore, Australia, India, Malaysia, Indonesia, Thailand and the Philippines. It supplies foodservice equipment to commercial and institutional foodservice operators. Its brands include Cleveland, Convotherm, Delfield, fitKitchen, Frymaster, Garland, Kolpak, Lincoln, Manitowoc Ice, Merco, Merrychef and Multiplex. Welbilt, Inc. (NYSE:WBT) Recent Trading Information
Welbilt, Inc. (NYSE:WBT) closed its last trading session up +0.16 at 20.66 with 250,858 shares trading hands.