Other Information
−Removed: Amendment to Compensatory Arrangement of Principal Executive Officer
−Removed: On July 29 and 30, 2024, at regularly scheduled meetings of the Board and Compensation Committee of the Board, the Compensation Committee recommended and the Board approved a modification to the compensatory arrangement between the Company and Bill Boor, Chief Executive Officer.
−Removed: The Board approved (i) an increased annual base salary of $1,100,000, effective as of July 30, 2024, (ii) an increased annual target short-term incentive bonus equal to 135% of Mr.
−Removed: Boor's annual base salary, capped at 200% of target to be measured and paid in May 2025;
−Removed: and (iii) an increase in annual long-term incentive compensation consisting of equity grants totaling $4,500,000.
−Removed: The long-term incentive compensation component is based on 40% time-based restricted stock units ("RSUs") and 60% performance-based restricted stock units ("PRSUs").
−Removed: For the current fiscal year, Mr.
−Removed: Boor received additional equity grants with grant dates of July 30, 2024, issued pursuant to the Company’s 2023 Omnibus Equity Incentive Plan, of (a) 900 RSUs, and (b) a target of 1300 PRSUs.
−Removed: The RSUs will vest over three (3) years, with one-third of the total number of shares vesting annually on each of the first, second, and third anniversary of the grant date.
−Removed: The PRSUs will vest at the end of the performance period ending in fiscal year 2027.
Rule 10b5-1 Trading Plans
−Removed: No officers or directors adopted , modified, or terminated any 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined under Item 408 of Regulation S-K) during the three months ended June 29, 2024.
+Added: On August 9, 2024 , Julia Sze , an independent director , adopted a programmed plan of transactions intended to satisfy the affirmative defense provided by Rule 10b5-1 (the "Sze 10b5-1 Plan").
+Added: This plan was adopted in order to sell-to-cover a number of shares of our Common Stock to satisfy tax withholding obligations in connection with the vesting of Ms.
+Added: Sze's restricted stock units on July 30, 2024.
+Added: The Sze 10b5-1 Plan provides for a first possible trade date of November 8, 2024, and terminates automatically on December 10, 2024 .
+Added: The aggregate number of shares to be sold pursuant to the plan is 250 shares of our Common Stock.
+Added: On September 13, 2024 , Susan Blount , an independent director , also adopted a programmed plan of transactions intended to satisfy the affirmative defense provided by Rule 10b5-1 (the "Blount 10b5-1 Plan").
+Added: This plan provides for a first possible trade date of December 13, 2024, and terminates automatically on January 30, 2025 .
+Added: The aggregate number of shares to be sold pursuant to the Blount 10b5-1 Plan is 1,500 shares of Common Stock.
+Added: During the three months ended September 28, 2024, no director or officer of the Company, other than Ms.
+Added: Blount, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: (1) Offer Letter, dated as of July 30, 2024, between the Company and Regan Fackrell
(1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Rule 13a-14(a)/15d-14(a)
11 unchanged sentences
(2) Furnished herewith.
+Added: * Management contract or compensatory plan or arrangement
All other items required under Part II are omitted because they are not applicable.
3 unchanged sentences
/s/ William C.
−Removed: Boor Director, President and Chief Executive Officer August 2, 2024
+Added: Boor Director, President and Chief Executive Officer November 1, 2024
Boor (Principal Executive Officer)
/s/ Allison K.
−Removed: Aden Executive Vice President, Chief Financial Officer and Treasurer August 2, 2024
+Added: Aden Executive Vice President, Chief Financial Officer and Treasurer November 1, 2024
Aden (Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.