UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2022, Team, Inc. (the “Company”) announced the transition of Amerino Gatti from the role of Chairman and Chief Executive Officer of the Company, effective as of March 21, 2022. Mr. Gatti will also resign from the Board of Directors (the “Board”) of the Company at such time. Mr. Gatti’s transition and resignation is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following his transition from his role as Chairman and Chief Executive Officer, Mr. Gatti will continue to be employed by the Company as a strategic advisor until April 1, 2022.
Departure of Amerino Gatti as Chairman, Chief Executive Officer and Director
Mr. Gatti has entered into a Confidential Severance Agreement and Release (together with his existing obligations of non-solicitation and non-competition, the “Separation Agreement”), dated as of March 14, 2022. Pursuant to the Company’s Senior Management Compensation and Benefits Continuation Policy (the “Executive Severance Policy”), Mr. Gatti will receive (i) 18 months of base salary, paid in part in equal installments over a 12 month period and with the remainder paid in a single lump sum on or before March 15, 2023, (ii) a single lump sum payment of $19,000 to compensate him for health and welfare benefits and (iii) $25,000 in lieu of the obligation under the Executive Severance Policy to provide outplacement assistance. In addition, Mr. Gatti’s outstanding time-based restricted stock units will immediately vest, while all performance share units will be forfeited. Following his termination of employment, Mr. Gatti will serve as a consultant for a twelve month period in exchange for a consulting fee of $39,583 per month.
Pursuant to the Separation Agreement, Mr. Gatti provided a general waiver and release of claims, agreed to continued confidentiality provisions, and reaffirmed the applicability of his noncompetition and non-solicitation obligations for the 12 months following his termination of employment.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2022.
Appointment of Keith D. Tucker as Interim Chief Executive Officer
Effective as of March 21, 2022, Keith D. Tucker was appointed as Interim Chief Executive Officer. Adjustments to Mr. Tucker’s compensation in connection with his appointment have not yet been determined.
Mr. Tucker, 52, joined the Company in 2005 and has 33 years of industry experience, including prior positions at Citgo Petroleum Corporation and BP Amoco supporting process, safety and inspection functions. Mr. Tucker began his career as an inspector and has served as President of the Company’s Inspection & Heat Treating group since January 18, 2021, after having served as the Company’s Executive Vice President - North Division since June 2018, Executive Vice President – Mid Continent Division from April 2016 to May 2018, and Vice President of the Great Lakes Region, Inspection & Heat Treating segment from January 2008 to March 2016.
There is no family relationship between Mr. Tucker and any director, executive officer, or person chosen by the Company to become a director or executive officer, nor are there any arrangements between any of Mr. Tucker and any other persons pursuant to which Mr. Tucker was selected to serve as an officer. There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Tucker has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
Appointment of Michael Caliel as Chairman of the Board
In addition, effective as of March 18, 2022, Michael Caliel, who had previously joined the Board in February 2022, was appointed as the non-executive Chairman of the Board.
Item 7.01 | Regulation FD Disclosure. |
On March 17, 2022, the Company issued a press release with respect to the transition and appointments described in Item 5.02 of this Current Report on Form 8-K. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 furnished hereunder shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit number |
Description | |
99.1 | Press Release, dated March 17, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TEAM, Inc. | ||
By: | /s/ André C. Bouchard | |
André C. Bouchard | ||
Executive Vice President, Chief Legal Officer and Secretary |
Dated: March 18, 2022
Exhibit 99.1
NEWS RELEASE |
FOR IMMEDIATE RELEASE
TEAM, INC. ANNOUNCES LEADERSHIP TRANSITION
SUGAR LAND, TX, March 17, 2022 Team, Inc.s (NYSE: TISI) (TEAM or the Company), Board of Directors (Board) today announced a leadership transition, effective March 21, 2022, including the departure of Amerino Gatti from his positions as Chairman and Chief Executive Officer. In connection with the leadership transition, the Board of Directors has appointed Keith Tucker, currently the President of TEAMs Inspection and Heat Treating group, to the role of Interim Chief Executive Officer effective the same date. Simultaneous with Keith Tuckers appointment, the Board also appointed Michael Caliel as non-executive Chairman of the Board. Mr. Caliel joined the Board in February 2022. Mr. Gatti will remain available as an advisor during the transition.
Mr. Tucker joined TEAM in 2005 and currently serves as the President of TEAMs largest Segment, Inspection & Heat Treating, a role he has held since early 2021. In his prior roles, he served as Executive Vice President, MOS and IHTNorth Division, Executive Vice President-Mid Continent Division, and Vice President of the Great Lakes Region, and has overseen both the Inspection & Heat Treating and Mechanical parts of TEAMs business. Mr. Tucker has 33 years of industry experience, including various positions with Citgo and BP Amoco supporting process, safety and inspection functions.
The Board is grateful for Amerinos leadership and significant contributions especially overseeing the recent capital raises during one of the most critical times in our history, said Sylvia Kerrigan, TEAMs Lead Independent Director. The Board is pleased to appoint Keith as Interim Chief Executive Officer, continued Mrs. Kerrigan. Since joining TEAM in 2005, Keith has been a key leader in the Company and is well positioned to help TEAM succeed in this next phase of TEAMs turnaround. Keith has the full backing of the Board and we look forward to his leadership.
Im excited to take on the chairman role at this pivotal moment for TEAM, said Mr. Caliel commenting on his appointment as Board Chairman. While there is real work in front of us to refocus and grow our business, I can see the clear potential in the TEAM organization and most importantly in its talented and dedicated people. I welcome the opportunity to work with the Board and management to help unlock TEAMs full potential.
Mr. Gatti commented about his departure, It has been a tremendous honor to serve as TEAMs Chairman and Chief Executive Officer. I am incredibly proud of our people, who take tremendous pride in their work and are dedicated to delivering exceptional service. Now is the right time for this change and Keith is a proven leader, uniquely qualified to drive the next stage of the Companys growth. I would like to thank our clients, Board, shareholders, lenders and especially our employees for their support and collaboration.
Mr. Tucker commented on his appointment, I am privileged to serve as TEAMs Interim Chief Executive Officer and appreciate the confidence the Board has placed in me. I also look forward to working with Michael Caliel in his new role as Chairman as his turnaround experience in the industrial services sector will be invaluable as we move forward, Mr. Tucker added. I would like to also thank Amerino for his leadership. I am pleased to lead our talented team of dedicated employees and have great confidence in our people and look forward to a bright future for TEAM.
About Team, Inc.
Headquartered in Sugar Land, Texas, Team, Inc. (NYSE: TISI) is a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability, and operational efficiency for our clients most critical assets. Through locations in more than 20 countries, we unite the delivery of technological innovation with over a century of progressive, yet proven integrity and reliability management expertise to fuel a better tomorrow. For more information, please visit www.teaminc.com.
Certain forward-looking information contained herein is being provided in accordance with the provisions of the Private Securities Litigation Reform Act of 1995. We have made reasonable efforts to ensure that the information, assumptions, and beliefs upon which this forward-looking information is based are current, reasonable, and complete. However, such forward-looking statements involve estimates, assumptions, judgments, and uncertainties. They include but are not limited to statements regarding the Companys financial prospects and the implementation of cost saving measures. There are known and unknown factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking information. Although it is not possible to identify all of these factors, they include, among others, the Companys ability to hire a new chief executive officer and chief financial officer in the near future; the duration and magnitude of accidents, extreme weather, natural disasters, and pandemics (such as COVID-19) and related economic effects, the Companys liquidity and ability to obtain additional financing, the Companys ability to execute on its cost management actions, the impact of new or changes to existing governmental laws and regulations and their application, including tariffs and COVID-19 vaccination requirements; the outcome of tax examinations, changes in tax laws, and other tax matters; foreign currency exchange rate and interest rate fluctuations; the Companys ability to successfully divest assets on terms that are favorable to the Company; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; the Companys continued listing on the New York Stock Exchange, and such known factors as are detailed in the Companys Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission, and in other reports filed by the Company with the Securities and Exchange Commission from time to time. Accordingly, there can be no assurance that the forward-looking information contained herein, including statements regarding the Companys financial prospects and the implementation of cost saving measures, will occur or that objectives will be achieved. We assume no obligation to publicly update or revise any forward-looking statements made today or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise, except as may be required by law.
Contact:
Christopher Robinson, CFA
Vice President, Corporate Development & Investor Relations
(281) 388-5551
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