8-K 1 gldd-8k_20160309.htm 8-K gldd-8k_20160309.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 9, 2016

 

 

Great Lakes Dredge & Dock Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-33225

20-5336063

(State  or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

 

2122 York Road

Oak Brook, Illinois 60523

(Address of principal executive offices)

 

(630) 574-3000

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:

 

o

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

o

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

o

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

o

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

 

 

 

 

 


 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers and Other Events.

 

On March 9, 2016 the Compensation Committee (the “Committee”) of the Board of Directors of Great Lakes Dredge & Dock Corporation (the “Company”) met to, among other things, approve executive officer long-term incentive awards for 2016.  The Committee approved the following awards.

 

Equity Awards

 

The Committee approved awards of time-based restricted stock units and performance-based restricted stock units.  The Company’s named executive officers received the following equity awards:

 

Time-Based Restricted Stock Units

 

Name

Number of Units

 

 

Jonathan W. Berger

 

69,421

 

 

Mark W. Marinko

 

14,479

 

 

Kyle D. Johnson

 

16,364

 

 

David E. Simonelli

 

19,835

 

 

 

Performance-Based Restricted Stock Units

 

Name

Number of Units at Target

 

 

Jonathan W. Berger

 

69,421

 

 

Mark W. Marinko

 

14,479

 

 

Kyle D. Johnson

 

16,364

 

 

David E. Simonelli

 

19,835

 

 

 

The performance measure applicable to these awards is free cash flow.

 

Cash Incentive

 

In addition, the Committee awarded cash incentives pursuant to which each of the named executive officers is eligible to receive a payment determined on the basis of the extent to which the Company is successful in collecting payment during 2016 on a specified account receivable.  If the Company collects 100% of the receivable in 2016, the named executive officers will receive the amount specified below subject to certain time-vesting requirements.  To the extent the Company collects less than 100% of the receivable during 2016 the payments will be reduced proportionately.  

 

Name

Cash Payment at 100%

 

 

Jonathan W. Berger

$

420,000

 

 

Mark W. Marinko

$

87,600

 

 

Kyle D. Johnson

$

99,000

 

 

David E. Simonelli

$

120,000

 

 

 


 


 

SIGNATURE

 

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.

 

 

 

GREAT LAKES DREDGE & DOCK CORPORATION

 

Dated: March 15, 2016

 

By: /s/ Mark W. Marinko

 

Name: Mark W. Marinko

 

Title: Senior Vice President and Chief Financial Officer