UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (c)(3) | Todd Hinders Employment Agreement |
In connection with Mr. Hinders’ appointment as Chief Executive Officer (“CEO”), the Company has entered into a new employment agreement with Mr. Hinders to reflect his position as CEO (the “Employment Agreement”), effective on January 7, 2024. The Employment Agreement provides for (i) an annual base salary of $525,000 and (ii) a target annual incentive opportunity of 100% of Mr. Hinders’ base salary. The Employment Agreement also provides that Mr. Hinders’ annual incentive in respect of the 2024 calendar year will be structured such that 25% of Mr. Hinders’ target annual incentive will be paid on or about April 1, 2024 subject to his continued employment with the Company through such date (the “Q1 Payment”), and the remaining 75% will be based on achievement of the applicable annual performance goals to be established by the Board for the 2024 calendar year. If Mr. Hinders resigns voluntarily or is terminated by the Company for “cause”, in each case, prior to June 30, 2024, Mr. Hinders will be required to repay to the Company the after-tax value of the Q1 Payment.
The Employment Agreement provides that in the event of Mr. Hinders’ termination by the Company without “cause” or his resignation for “good reason”, not in connection with a change in control, Mr. Hinders will be entitled to receive (i) continued payment of his base salary for the year in which the termination occurs, payable over 12 months, (ii) the actual earned annual cash incentive, if any, payable to Mr. Hinders for the year in which the termination occurs, pro-rated to the date of termination, and (iii) reimbursement for premiums paid for continued health benefits under the Company’s health plan until the earlier of 12 months or the date upon which Mr. Hinders and his eligible dependents become covered under similar plans. If such termination occurs in connection with a change in control, Mr. Hinders would be entitled to receive the same severance benefits, except the bonus amount described in subclause (ii) would be equal to 100% of Mr. Hinders’ target annual incentive for the year in which the termination occurs, and 100% of Mr. Hinders’ outstanding equity awards would vest. In the event that Mr. Hinders’ employment is terminated due to death or disability, 25% of Mr. Hinders’ then unvested equity awards will vest. Mr. Hinders’ receipt of the foregoing severance benefits would be subject to his execution of an effective release of claims and his continued compliance with certain restrictive covenants. The Employment Agreement also provides that, upon a change in control, 50% of Mr. Hinders’ then outstanding unvested equity awards will vest immediately.
The foregoing description of the Employment Agreement is qualified by reference to the full text of the Employment Agreement, a copy of which is attached to this Form 8-K/A as Exhibit 10.1 and is incorporated by reference in its entirety.
| Item 9.01 | Financial Statement and Exhibits |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description | |
| 10.1 | Employment Agreement between the Company and Todd Hinders, dated as of January 7, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| January 11, 2024 | EDGIO, INC. | |||||
/s/ Richard P. Diegnan | ||||||
Richard P. Diegnan Chief Legal Officer & Secretary | ||||||