UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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.
Special Retention Restricted Stock Unit Award and Form of Grant Agreement
At its meeting on April 27, 2020, the Compensation Committee of the Board of Directors of Helios Technologies, Inc. (the “Company”) awarded the Company’s officers a special retention grant of time-based Restricted Stock Units (“RSUs”). The Committee determined that the special grant would encourage retention of the Company’s officers during the leadership transition and search for a new Chief Executive Officer.
The Special Retention Restricted Stock Unit Agreement (the “Agreement”) sets forth the terms of the equity awards, which requires each officer to remain employed, with limited exceptions, for a period of twenty-four months prior to RSU vesting. The RSUs are subject to clawback pursuant to the policy previously adopted by the Company.
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Officer |
Title |
Number of RSUs |
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Tricia L. Fulton |
Interim President and Chief Executive Officer and Chief Financial Officer |
7,740 |
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Melanie Nealis |
Chief Legal and Compliance Officer and Secretary |
5,418 |
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Rajasekhar Menon |
President – CVT |
5,418 |
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Jinger J. McPeak |
President – EC |
5,418 |
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Matteo Arduini |
President – QRC |
5,418 |
The disclosure set forth herein is qualified in its entirely by the Agreement, which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 thereunto duly authorized.
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HELIOS TECHNOLOGIES, INC. |
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Dated: April 28, 2020 |
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By: |
/s/ Tricia L. Fulton |
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Tricia L. Fulton |
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Interim President and Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer) |