ZAGG INC (NASDAQ:ZAGG) 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. |
As described in Item 5.07 below, at the annual meeting of
stockholders of ZAGG Inc (the Company) held on June 22, 2017 (the
Annual Meeting), the stockholders of the Company approved the
Companys Amended and Restated 2013 Equity Incentive Award Plan
(the Amended Plan). The Amended Plan modifies the Companys
original 2013 Equity Incentive Award Plan to, among other things,
(1) prohibit shares of the Companys common stock, par value
$0.001 per share (Common Stock) subject to expired, terminated or
lapsed options or stock appreciation rights from returning to the
pool of shares available for grant of an award under the Amended
Plan, (2)increase the maximum number of shares of Common Stock
that may be granted to any one participant during a one-year
period to 600,000, (3)expressly provide for net exercise as an
acceptable form of payment of the exercise price of a stock
option under the Amended Plan, (4) provide that no award may vest
or become exercisable (as applicable) until at least 12 months
after the grant date, subject to an exception for up to 5% of the
shares of Common Stock authorized for issuance under the Amended
Plan which may be subject to awards that do not meet such vesting
or exercisability (as applicable) requirements, (5) prohibit the
Company from buying back outstanding stock options or stock
appreciation rights, (6) clarify the rights of participants with
respect to shares of Common Stock subject to awards granted under
the Amended Plan prior to vesting of the award and/or issuance of
such shares, and (7) make other technical or otherwise
non-material revisions thereto.
A copy of the Amended Plan is attached hereto as Exhibit 10.1 and
is incorporated into this Item 5.02 by reference. The foregoing
summary is qualified in its entirety by the complete terms and
conditions of the Amended Plan. A description of the material
terms of the Amended Plan was included in the Companys definitive
proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on April 25, 2017 (the Proxy Statement).
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
On June 22, 2017, the Company held the Annual Meeting virtually
at www.virtualshareholdermeeting.com/ZAGG. At the Annual Meeting,
stockholders (1) elected the five nominees identified in the
table below to the Board of Directors of the Company to serve
until the next annual meeting of the Companys stockholders and
until their successors are duly elected and qualified, (2)
ratified the appointment of KPMG LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017, (3) approved, on an advisory basis, the
compensation paid to the Companys named executive officers, and
(4) approved the Amended Plan as set forth in the Proxy
Statement.
The total number of shares present in person or by proxy was
23,460,860 shares or 84% of the total shares issued and
outstanding, thereby constituting a quorum for the purpose of the
Annual Meeting. Abstentions and broker non-votes were counted for
purposes of determining whether a quorum was present.
The following is a tabulation of the votes with respect to each
of the proposals:
1.Election of Directors:
|
Nominee |
Number of Shares Voted For |
Number of Shares Voted Against |
Number of Abstained |
Broker Non-Votes |
||||
| Randall L. Hales | 17,777,980 | 677,261 | 6,606 | 4,999,013 | ||||
| Cheryl A. Larabee | 17,750,299 | 707,566 | 3,982 | 4,999,013 | ||||
| E. Todd Heiner | 17,670,223 | 787,238 | 4,386 | 4,999,013 | ||||
| Daniel R. Maurer | 17,749,615 | 705,645 | 6,587 | 4,999,013 | ||||
| P. Scott Stubbs | 17,669,616 | 785,627 | 6,604 | 4,999,013 |
2.Ratification of the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017:
|
Number of Shares Voted For |
Number of Shares Voted Against |
Number of Shares Abstaining |
Broker Non-Votes |
|||
| 22,638,515 | 798,859 | 23,486 | – |
3.Advisory vote on the compensation of the Companys named
executive officers:
|
Number of Shares Voted For |
Number of Shares Voted Against |
Number of Shares Abstaining |
Broker Non-Votes |
|||
| 17,343,478 | 695,142 | 423,227 | 4,999,013 |
4.Proposal to approve the Amended and Restated 2013 Equity
Incentive Award Plan:
|
Number of Shares Voted For |
Number of Shares Voted Against |
Number of Shares Abstaining |
Broker Non-Votes |
|||
| 9,605,090 | 8,740,866 | 115,891 | 4,999,013 |
| Item 8.01. | Other Events. |
At the Annual Meeting, management of the Company provided a
presentation regarding the Companys performance during the prior
fiscal year and interim period, including performance of certain
products and product categories, expectations regarding the
remainder of 2017, and the markets and industry in which the
Company operates. A copy of the presentation provided by Company
management is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
The presentation includes a financial measure that is not in
conformity with accounting principles generally accepted in the
United States (GAAP), referred to as a non-GAAP financial
measure. Specifically, the presentation includes references to
earnings before interest, taxes, depreciation, amortization,
stock-based compensation expense, other income (expense), mophie
transaction costs, mophie fair value inventory write-up related
to acquisition, mophie restructuring charges, mophie employee
retention bonus, and impairment of intangible asset (Adjusted
EBITDA). The Company considers Adjusted EBITDA to be an important
financial indicator of the Companys operational strength and the
performance of its business. Adjusted EBITDA should not be
construed as an alternative to any other measure of performance
determined in accordance with GAAP, or as an indicator of our
operating performance, liquidity or cash flows generated by
operating, investing, and financing activities as there may be
significant factors or trends that it fails to address. Adjusted
EBITDA is presented because the Company believes that it is
helpful to some investors as a measure of the Companys
operations. The Company cautions investors that non-GAAP
financial information, by its nature, departs from traditional
accounting conventions. Accordingly, its use can make it
difficult to compare results for the fiscal year and interim
period with similar results from other reporting periods and with
the results of other companies. Investors are encouraged to
review the reconciliation of the non-GAAP financial measures used
in the slide presentation to their most directly comparable GAAP
financial measures as provided on the Companys internet website.
| Item9.01. | Financial Statements and Exhibits. |
| (d) |
Exhibits. |
The following are filed as Exhibits to this Current Report on
Form 8-K.
| Exhibit No. | Description | |
| 10.1 | Amended and Restated 2013 Equity Incentive Award Plan | |
| 99.1 | Annual Stockholders Meeting Presentation |
ZAGG Inc ExhibitEX-10.1 2 f8k062217ex10i_zagginc.htm AMENDED AND RESTATED 2013 EQUITY INCENTIVE AWARD PLAN Exhibit 10.1 ZAGG INC AMENDED AND RESTATED 2013 EQUITY INCENTIVE AWARD PLAN table of contents Page ARTICLE 1 PURPOSE 1 ARTICLE 2 DEFINITIONS AND CONSTRUCTION 1 ARTICLE 3 SHARES SUBJECT TO THE PLAN 5 3.1. Number of Shares 5 3.2. Stock Distributed 5 3.3. Limitation on Number of Shares Subject to Awards 5 ARTICLE 4 ELIGIBILITY AND PARTICIPATION 6 4.1. Eligibility 6 4.2. Participation 6 4.3. Foreign Participants 6 ARTICLE 5 STOCK OPTIONS 6 5.1. General 6 5.2. Incentive Stock Options 7 5.3. Substitution of Stock Appreciation Rights 8 5.4. Paperless Exercise 8 5.5. Granting of Options to Independent Directors 9 ARTICLE 6 RESTRICTED STOCK AWARDS 9 6.1. Grant of Restricted Stock 9 6.2. Issuance and Restrictions 9 6.3. Forfeiture 9 6.4. Certificates for Restricted Stock 9 ARTICLE 7 STOCK APPRECIATION RIGHTS 10 7.1. Grant of Stock Appreciation Rights 10 7.2. No Coupled Stock Appreciation Rights 10 7.3. Independent Stock Appreciation Rights 10 7.4. Payment and Limitations on Exercise 10 2 ARTICLE 8 OTHER TYPES OF AWARDS 11 8.1. Performance Share Awards 11 8.2. Stock Payments 11 8.3. Deferred Stock 11 8.4. Restricted Stock Units 11 8.5. Other Stock-Based Awards 11 8.6. Term 12 8.7. Exercise or Purchase Price 12 8.8. Exercise Upon Termination of Employment or Service 12 8.9. Form of Payment 12 8.10. Award Agreement 12 ARTICLE 9 PERFORMANCE-BASED AWARDS 12 9.1. Purpose 12 9.2. Applicability 13 9.3. Procedures with Respect to Performance-Based Awards 13 9.4. Payment of Performance-Based Awards 13 9.5. Additional Limitations 13 ARTICLE 10 PROVISIONS APPLICABLE TO AWARDS 14 10.1. Stand-Alone and Tandem Awards 14 10.2. Award Agreement 14 10.3. Limits on Transfer 14 10.4. Death of Optionee. 14 10.5. Retirement or Disability 15 10.6. Forfeiture for Other Reasons 15 10.7. Leaves of Absence and Performance Targets 15 10.8. Newly Eligible Employees 15 10.9. Stock Certificates; Book Entry Procedures 15 10.10. Minimum Vesting 16 10.11. Prohibition on Buyout of Options and SARs 16 3 ARTICLE 11 CHANGES IN CAPITAL STRUCTURE 16 11.1. Adjustments 16 11.2. Outstanding Awards—Other Changes 17 11.3. No Other Rights 17 ARTICLE 12 ADMINISTRATION 18 12.1. Committee 18 12.2. Committee Membership 18 12.3. Certain Actions 18 12.4. Action by the Committee 18 12.5. Authority of Committee 18 12.6. Decisions Binding 19 12.7. Delegation of Authority 19 12.8. Committee Administration 20 12.9. Liability 20 ARTICLE 13 EFFECTIVE AND EXPIRATION DATE 20 13.1. Effective Date 20 13.2. Expiration Date 20 4 ARTICLE 14 AMENDMENT,…To view the full exhibit click here About ZAGG INC (NASDAQ:ZAGG)
ZAGG Inc (ZAGG) designs, produces and distributes professional product solutions for mobile devices, including screen protection (glass and film), keyboards for tablet computers and mobile devices, keyboard cases, earbuds, mobile power solutions, cables, and cases under the ZAGG and InvisibleShield brands. In addition, the Company designs, produces and distributes earbuds, headphones, mobile power solutions, Bluetooth speakers, cases and cables for mobile devices under the iFrogz brand in the fashion and youth oriented lifestyle sector. The Company designs product solutions for users of mobile devices, and sells these products to consumers through global distribution partners and online. The Company offers products for various market segments of handheld electronic devices, including smartphones, tablets, notebook computers, laptops, gaming devices, global positioning system (GPS) devices, watch faces, and similar devices and surfaces.