UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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
Departure and Appointment of Certain Officers
On March 20, 2023, Jason Morgan, the President of CVT, informed the Company of his intent to resign, effective March 30, 2023. The Company has further announced, and consistent with its standard succession planning, that Rick Martich, presently the Senior Vice President, Global Operations & Systems Sales of Helios Technologies, will assume the role of interim CVT President. In connection with his resignation and to effectuate a smooth transition of Mr. Morgan’s duties, the Company will execute a customary release with Mr. Morgan which calls for transition services for a period of time in exchange for certain consideration.
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the continuation of Mr. Morgan’s $350,000 annual base salary for the twelve (12) month period following the effective date, payable bi-weekly; |
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2023 annual short-term incentive compensation award at target, which is 60% of his base salary; |
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the continuation of COBRA eligible benefits for the twelve (12) month period following the effective date; and |
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a lump-sum payment of $419,113, in lieu of the vesting of 2024 Time-Based and Performance Shares based on the closing price of HLIO stock as of the close of the last business day of March 17, 2023. |
The Separation Agreement contains a release and certain restrictive covenants that are binding upon Mr. Morgan. The foregoing description of the Separation Agreement is not complete and will be qualified in its entirety by reference to the Separation Agreement, which the Company intends to file as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended April 1, 2023.
Item 9.01 Financial Statements and Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 thereunto duly authorized.
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HELIOS TECHNOLOGIES, INC. |
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Date: |
March 20, 2023 |
By: |
/s/ Tricia L. Fulton |
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Tricia L. Fulton |