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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 9, 2021
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Welbilt, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-37548 | 47-4625716 |
(State or other jurisdiction
of incorporation) | (Commission File
Number) | (IRS Employer
Identification No.) |
2227 Welbilt Boulevard, New Port Richey, Florida 34655
(Address of principal executive offices) (ZIP code)
(727) 375-7010
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.01 par value | | WBT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On December 9, 2021, the Compensation Committee of the Board of Directors of Welbilt, Inc. (the “Company”) approved a special cash bonus arrangement (the “Transaction Bonus”) for each of William C. Johnson, the Company’s President and Chief Executive Officer, Martin D. Agard, the Company’s Executive Vice President and Chief Financial Officer, and Joel H. Horn, the Company’s Executive Vice President, General Counsel and Corporate Secretary. The Transaction Bonus is to be paid in cash within 30 days after, and contingent upon, the closing of the sale of the Company’s Manitowoc Ice division. Payment of the Transaction Bonus is contingent on the employee’s continued employment through the closing of the sale, unless the employee is terminated without cause or resigns for good reason. The amount of the cash bonus, in each case, will depend on the purchase price and will range between $100,000 (if a minimum threshold is achieved) and $1 million. The Transaction Bonus is also contingent on the execution by the employee of a transaction bonus agreement, which will contain detailed terms and conditions of the grant.
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.
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| | WELBILT, INC. |
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| Date: December 15, 2021 | By: | /s/ Joel H. Horn |
| | | Joel H. Horn |
| | | Executive Vice President, General Counsel and Corporate Secretary |
