WIDEPOINT CORPORATION (NYSEMKT:WYY) 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 January 6, 2017, WidePoint Corporation (the Company) appointed
Jeffrey O. Nyweide as the Companys new Chief Executive Officer
and President. Mr. Nyweide was also appointed to the Companys
Board of Directors as a Class II Director for a term to expire in
2017. Steve L. Komar is remaining with the Company as the
Chairman of its Board of Directors.
Prior to his appointment as Chief Executive Officer and President
of the Company, Mr. Nyweide, age 60, provided strategic and
business operations consulting services. From 2005 through 2013,
he served as Chief Financial Officer, Executive Vice
President-Corporate Development, Treasurer and Secretary of
GlobalOptions Group, Inc. Prior to that time, Mr. Nyweide had
been Chief Financial Officer and Executive Vice
President-Corporate Development of privately-held GlobalOptions,
Inc. since April 2003. Mr. Nyweide has been a Venture Partner
with Millennium Technology Ventures, L.P., a New York-based
venture capital firm, from 2001 until 2005. From 1987 to 2000, he
co-founded and then grew Dataware Technologies, Inc., a software
and services company, as Director, President and Chief Operating
Officer, and took the company public. In 1995, he helped found
Northern Light Technology LLC. Mr. Nyweide has significant
experience in mergers and acquisitions, finance and operations,
as well as with establishing international business in Europe and
Asia from prior experience as a founder and managing director of
Quantum Management in Greenwich, Connecticut and Munich, Germany.
His previous experience in the services and solutions business
also includes sales, marketing and operating experience as an
executive with The Service Bureau Company, a subsidiary of
Control Data Corporation, in Chicago, Atlanta and Greenwich.
There are no arrangements between Mr. Nyweide and any other
person to which Mr. Nyweide was elected to serve as the Companys
Chief Executive Officer and a Director, nor are there any
transactions in which the Company is a participant in which Mr.
Nyweide has a material interest.
In consideration of Mr. Nyweides appointment, he entered into a
three year employment agreement providing the following: (i) an
annual base salary of $300,000 (increasing $25,000 annually);
(ii) an annual bonus opportunity equal to 50% of the base salary
based on the Company achieving performance goals determined by
the Compensation Committee of the Board of Directors (payable
one-half in cash and one-half in common stock of the Company);
(iii) a stock option grant covering 600,000 shares of common
stock vesting pro-rata over a three year period (subject to
acceleration if certain performance goals are met); (iv) a
restricted stock grant of 300,000 shares of common stock vesting
only if certain performance goals are met, (v) participation in
the Companys employee benefit plans and (vi) four (4) weeks of
vacation.
The employment agreement contains severance provisions which
provide that upon the termination of his employment without Cause
(as described in the employment agreement) or his voluntary
resignation for a Good Reason (as described in the employment
agreement), Mr. Nyweide will receive severance compensation
payable in a lump-sum of cash equal six (6) months base salary
(increasing to twelve (12) months of base salary if terminated
after the first year) and a pro rata bonus amount. The employment
agreement further provides that if within 90 days prior to or two
years after a change in control of the Company there occurs any
termination of Mr. Nyweide for any reason other than for Cause or
a voluntary resignation without a Good Reason, then the Company
will be required to pay to Mr. Nyweide a one-time severance
payment equal twelve (12) months base salary and a pro rata
bonus. Mr. Nyweide also has an option to resign six months
following a change in control and receive a severance payment of
twelve (12) months base salary in certain circumstances. A copy
of such employment agreement is filed herewith as Exhibit 10.1
and the foregoing description is qualified by reference to the
full text thereof.
In connection with the appointment of Mr. Nyweide, Mr. Komar will
serve as the Companys Executive Chairman for up to three months
to assist with the transition for a monthly salary of $11,250. In
addition, (i) on January 3, 2017, the Company and James T.
McCubbin, the Companys Executive Vice President, Chief Financial
Officer, Secretary, and Treasurer, entered into an amendment to
his employment agreement to extend the term of the agreement
until March 31, 2018 and (ii) on January 9, 2017, the Company and
Jin Kang, the Companys Executive Vice President, Chief Operations
Officer, Chief Executive Officer and President of WidePoint
Integrated Solutions Corp., entered into an amendment to his
employment agreement to extend the term of the agreement until
December 31, 2017. A copy of the respective amendments to the
employment agreements are filed herewith as Exhibits 10.2 and
10.3, respectively, and the foregoing descriptions are qualified
by reference to the full text thereof.
| Item 7.01. | Regulation FD Disclosure. |
On January 9, 2017, the Company issued a press release announcing
the actions described above in Item 5.02. The Company is
furnishing a copy of such press release as Exhibit 99.1 hereto,
which is incorporated by reference herein.
| Item 9.01(d). | Financial Statements and Exhibits. |
| Exhibit 10.1 |
Employment Agreement between the Company and Jeffrey O. Nyweide. |
| Exhibit 10.2 |
Amendment to Employment Agreement between the Company and James McCubbin. |
| Exhibit 10.3 |
Amendment to Employment Agreement between the Company and Jin Kang. |
| Exhibit 99.1 | Press Release |
About WIDEPOINT CORPORATION (NYSEMKT:WYY)
WidePoint Corporation is a provider of information technology (IT)-based products, services and solutions. The Company offers secure, cloud-based, enterprise-wide IT-based solutions that enable commercial markets, and federal and state government organizations, to deploy fully compliant IT services in accordance with government-mandated regulations and advanced system requirements. The Company offers telecom management services, which include life cycle management of fixed and mobile assets; mobile security management services, which include life cycle fixed and mobile device access and application control management; identity management services, which include life cycle fixed and mobile, including cloud-based services authentication and information assurance services, and identity services, which include fixed and mobile digital certificates required for secure access to a customer’s technology infrastructure. WIDEPOINT CORPORATION (NYSEMKT:WYY) Recent Trading Information
WIDEPOINT CORPORATION (NYSEMKT:WYY) closed its last trading session down -0.015 at 0.815 with 65,809 shares trading hands.