8-K 1 rnet-8k_20200417.htm 8-K rnet-8k_20200417.htm










Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2020



RigNet, Inc.

(Exact name of registrant as specified in its charter)














(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)



15115 Park Row Blvd, Suite 300

Houston, Texas



(Address of principal executive offices)


(Zip Code)

(281) 674-0100

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)



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 (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.    

Securities registered pursuant to Section 12(b) of the Act:







Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common stock, $0.001 par value per share










Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


In response to the impacts of COVID-19 on the business of RigNet, Inc. (the “Company”), our Chief Executive Officer has elected to reduce his 2020 base salary by 20% effective May 1, 2020.  Our other named executive officers (as defined in the proxy statement for our 2020 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 8, 2020) have elected to reduce their 2020 base salaries by 15 % effective May 1, 2020.  In addition, our Board of Directors has elected to take a 35% reduction in cash retainer fees for the first quarter of 2020.  On April 17, 2020, the Compensation Committee of our Board of Directors approved these changes in named executive officer compensation.


Item 7.01 Regulation FD Update


Effective May 1, 2020, in addition to base salary reductions of our Chief Executive Officer and other named executive officer and the reduction to the Board of Directors cash retainer fees described under Item 5.02, we have reduced base pay for certain other employees by graduated amounts between 10% and 15%.



The information disclosed in this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as expressly set forth by specific reference in such filing.


Safe Harbor Statement

Statements contained in this Current Report on Form 8-K that state expectations or predictions about the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. Examples of these statements include, without limitation, statements related to pay and retainer reductions.  The Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include “Risk Factors” and the other factors appearing in the documents that the Company has filed with the Securities and Exchange Commission.  These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.  Readers of this Current Report on Form 8-K should consider these factors in evaluating, and are cautioned not to place undue reliance on, the forward-looking statements contained therein.  The Company assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.


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.










/s/ Brad Eastman



Brad Eastman



Senior Vice President & General Counsel

Dated: April 21, 2020