0000895345-19-000310.txt : 20191209 0000895345-19-000310.hdr.sgml : 20191209 20191209161241 ACCESSION NUMBER: 0000895345-19-000310 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191209 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191209 DATE AS OF CHANGE: 20191209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Emerald Expositions Events, Inc. CENTRAL INDEX KEY: 0001579214 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 421775077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 191275404 BUSINESS ADDRESS: STREET 1: 31910 DEL OBISPO STREET STREET 2: SUITE 200 CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92675 BUSINESS PHONE: 949-226-5700 MAIL ADDRESS: STREET 1: 31910 DEL OBISPO STREET STREET 2: SUITE 200 CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92675 FORMER COMPANY: FORMER CONFORMED NAME: Expo Event Holdco, Inc. DATE OF NAME CHANGE: 20130613 8-K 1 lb8k_emeraldexpositions.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): December 9, 2019 (December 3, 2019)
 
Emerald Expositions Events, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Delaware
 
001-38076
 
42-1775077
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
31910 Del Obispo Street
Suite 200
San Juan Capistrano, California
 
92675
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (949) 226-5700

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:
 
☐
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-4c))
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, par value $0.01 per share
 
EEX
 
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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (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.    ☒

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Sally Shankland as President and Chief Executive Officer; Appointment as Executive Director and Senior Advisor
On December 3, 2019, Sally Shankland, the Chief Executive Officer (“CEO”) and President of Emerald Expositions Events, Inc. (the “Company”), provided notice to the Board of Directors of the Company (the “Board”), that, effective as of the close of business on December 31, 2019, she is resigning from her positions as CEO and President of the Company and its subsidiaries. Ms. Shankland indicated that her resignation as CEO and President is entirely for health reasons and is not the result of any disagreement of any sort with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Shankland will stay on with the Company as an employee in the position of Executive Director and Senior Advisor of the Company, involved in operating the business and advising the CEO. Ms. Shankland will also continue to serve in her capacity as a Director of the Company.
Ms. Shankland is currently party to an employment agreement with Emerald Expositions, LLC (“Emerald”), a subsidiary of the Company, dated as of May 12, 2019 (the “CEO Employment Agreement”). In connection with the change in Ms. Shankland’s role from Chief Executive Officer to Executive Director and Senior Advisor, Emerald and Ms. Shankland have entered into an Amended and Restated Employment Agreement, dated as of December 6, 2019 (the “A&R CEO Employment Agreement”). The A&R CEO Employment Agreement provides for the following changes: (i) Ms. Shankland will serve as the Executive Director and Senior Advisor of the Company, effective as of January 1, 2020; (ii) Ms. Shankland will be entitled to a base salary of $650,000 until December 31, 2019 and a base salary of $250,000 thereafter; (iii) Ms. Shankland will have a target bonus opportunity of $125,000 (rather than $700,000); (iv) Ms. Shankland’s entitlement to reimbursement for the costs of continued health benefits for herself and her covered dependents, subject to her election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and copayment of premiums, following a termination of employment by the Company without Cause or by Ms. Shankland for Good Reason (each as defined in the A&R CEO Employment Agreement) has been increased from twelve (12) months to eighteen (18) months following termination (or such earlier date on which COBRA coverage for Ms. Shankland and her covered dependents terminates in accordance with COBRA); and (v) in the event Ms. Shankland’s employment is terminated (whether by the Company or Ms. Shankland) by reason of her Disability (as defined in the A&R CEO Employment Agreement), subject to her election of continuation coverage under COBRA, Emerald will reimburse Ms. Shankland on a monthly basis for the full cost of continued health benefits for herself and her covered dependents (including any obligations for copayment of premiums) for the eighteen (18) month period following her termination, or such earlier date on which COBRA coverage for Ms. Shankland and her covered dependents terminates in accordance with COBRA. Ms. Shankland’s severance entitlements under the CEO Employment Agreement will remain the same, however the A&R CEO Employment Agreement clarifies that the portion of her severance entitlement based on her annual bonus for the previous calendar year will be equal to $490,000 in the event her termination occurs prior to the payment of the second annual bonus, which is slated to occur in February 2021.
The terms of the A&R CEO Employment Agreement are otherwise substantially similar to those included in the CEO Employment Agreement.
Appointment of Brian Field as Interim President and Chief Executive Officer
On December 4, 2019, Brian Field, 52, the Company’s Chief Operating Officer, was appointed by the Board of Directors as Interim President and CEO of the Company and its subsidiaries (the “Interim CEO”), effective as of the close of business on December 31, 2019, and until a permanent replacement for Ms. Shankland is named.  Mr. Field has served as the Company’s Chief Operating Officer since June 2019. For more information, see Mr. Field’s biographical information reported in the Company’s Current Report on Form 8-K filed with the SEC on May 29, 2019.
There are no related person transactions (or proposed related person transactions) with respect to Mr. Field reportable under Item 5.02(c) of Form 8-K and Item 404(a) of Regulation S-K since the beginning of the Company’s last fiscal year. There are no family relationships to disclose with respect to Mr. Field reportable under Item 401(d) of Regulation S-K.
On December 9, 2019, the Company issued a press release regarding the foregoing, which is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.
Field Compensation Arrangements

In connection with Mr. Field’s service as the Interim CEO, he will be entitled to the following: (i) an increase in his base salary to $480,000 per year during the period in which he is serving as Interim CEO; (ii) an increase in his annual target bonus opportunity to $600,000 during the period in which he is serving as Interim CEO, to be pro-rated for the actual months he serves as Interim CEO for the relevant fiscal year; and (iii) an amendment to his performance based share award granted on June 3, 2019 (the “Performance Award Amendment”). Pursuant to the Performance Award Amendment, the Vesting Thresholds set forth in his performance based share award agreement will be replaced with the following Vesting Thresholds:

60/90 Trading Day Closing Share Price (Vesting Thresholds)
Award Value
At least $18.00 per Share
$700,000
At least $20.00 per Share
$1,000,000
At least $22.00 per Share
$1,400,000
At least $24.00 per Share
$1,800,000

Mr. Field’s compensation arrangements will otherwise remain unchanged.
Item 7.01. Regulation FD Disclosure.
 On December 9, 2019, the Company issued a press release announcing the resignation of Sally Shankland as President and CEO, the appointment of Ms. Shankland as Executive Director and Senior Advisor, and appointment of Brian Field as Interim President and CEO.
The press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
99.1
Press Release issued by Emerald Expositions Events, Inc. dated December 9, 2019, announcing the resignation of Sally Shankland as CEO and President, the appointment of Ms. Shankland as Executive Director and Senior Advisor, and the appointment of Brian Field, Chief Operating Officer, as Interim CEO and President, all effective as of the close of business on December 31, 2019.



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.

 
 
 
 
 
 
 
Date: December 9, 2019
 
 
 
 
 
EMERALD EXPOSITIONS EVENTS, INC.
       
 
 
 
 
 
 
 
 
By:
 
/s/ David Gosling
 
 
 
 
 
 
David Gosling
 
 
 
 
 
 
Senior Vice President, General Counsel and Secretary
 
EX-99.1 2 lb8kexh99_1.htm PRESS RELEASE
Exhibit 99.1


Emerald Expositions Announces Leadership Transition

SAN JUAN CAPISTRANO, Calif.– December 9, 2019 — Emerald Expositions Events, Inc. (NYSE:EEX) (“Emerald” or the “Company”) today announced that Sally Shankland has made the decision, for personal health reasons, to step down from her position as President and Chief Executive Officer at the end of the year and will transition to the new role of Executive Director and Senior Advisor.  Ms. Shankland will remain on the Company’s board of directors. Brian Field, Emerald’s Chief Operating Officer, will serve as the Company’s Interim President and CEO, effective January 1, 2020, and will continue in this role while a search is conducted for a permanent replacement for Ms. Shankland.

Ms. Shankland joined Emerald in June 2019 and, since then, has set out, and begun implementing, an aggressive plan designed to strengthen the Company and return it to long-term, sustainable growth, but will step down for health reasons previously disclosed in October 2019. She will remain involved in the operation of the business and will provide strategic guidance and support to the Interim CEO and the senior management team in her new role.

Kosty Gilis, Chairman of the Board, commented, “On behalf of the entire Board, and personally, I would like to thank Sally for the hugely positive impact she has had on Emerald since she joined us first as a board member, and then as President and CEO, including her efforts in attracting a world class leadership team, including Brian, to the Company to implement her vision. We look forward to her continued involvement in the business and wish her every success in improving her health.”

Mr. Gilis continued, “Brian joined Emerald as COO in June of this year and has been responsible for jointly developing and implementing Sally’s strategic plan designed to improve customer satisfaction, enhance Emerald’s operating efficiency, identify and pursue ancillary revenue opportunities and, ultimately, return the Company to sustainable organic growth. The Board has been impressed with the quick implementation of Sally’s strategic initiatives and the execution delivered by Brian and his team.”

Prior to joining Emerald, Mr. Field was COO of UBM Americas, delivering events and marketing services in the technology, fashion, licensing, advanced manufacturing, construction, healthcare, and pharmaceutical industries. Prior to that role, Mr. Field held senior positions at UBM Medica, a leading healthcare media, publishing and education company, overseeing operations, finance, marketing, product, technology and sales efforts for the business’ print and digital products and events.

About Emerald Expositions
Emerald is a leading operator of business-to-business trade shows in the United States. We currently operate more than 55 trade shows, as well as numerous other face-to-face events. In 2018, Emerald’s events connected over 500,000 global attendees and exhibitors and occupied more than 7.0 million net square feet of exhibition space.