Filed: 10 May 21, 8:00pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 11, 2021
(Exact Name of Registrant as Specified in its Charter)
|(State or Other Jurisdiction|
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281) 331-6154
(Former name or former address, if changed since last report)
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 CF 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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, $0.30 par value||TISI||New York Stock Exchange|
Indicate by check mark whether 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.
This Amendment No. 2 on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K of Team, Inc. (the “Company”) filed on January 15, 2021 and Amendment No. 1 on Form 8-K/A filed on February 4, 2021 (as amended, the “Original Filing”) to supplement Item 5.02 of the Original Filing. The Amendment does not otherwise amend or change any other disclosure contained in the Original Filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported by TEAM, Inc. (the “Company”) in its Current Report on Form 8-K dated January 15, 2021, effective January 18, 2021, Jeff Ott, President – Product & Services Lines agreed to transition out of his role and to serve as an advisor to the Company in connection with the Company’s announced strategic reorganization. As previously announced, Mr. Ott will remain with the Company in such an advisory capacity through June 30, 2021.
In connection with the transition role for Mr. Ott and his eventual departure from TEAM, the Company and Mr. Ott have entered into a Severance Agreement and Release (the “Severance Agreement”) dated May 6, 2021.
The Severance Agreement provides for Mr. Ott’s continued employment as an at-will employee of the Company in the role of Special Advisor to the Chief Executive Officer, or any other role as directed by the Chief Executive Officer, and to provide transition services to the Company until Mr. Ott’s last day of employment on June 30, 2021. The Company will pay Mr. Ott (i) his current base salary until his last day of employment, (ii) severance pay in the amount of $580,000 following his last day of employment, with such severance payment to be paid in equal installments over a 15 month period, and (iii) an additional amount of $32,500 on March 15, 2022, all pursuant to the Team, Inc. Corporate Executive Officer Compensation and Benefits Continuation Policy, dated August 17, 2016, as amended (the “Severance Policy”).
Under the Severance Agreement, Mr. Ott will receive a lump sum payment of $20,500 on the 60th day following his last day of employment, which represents $5,000 in lieu of outplacement services and $15,500 to cover continuing healthcare, each as provided for in the Severance Policy. The Severance Agreement further provides that if Mr. Ott meets all terms and conditions of the Company’s annual incentive compensation program applicable to him including continued employment through the date the annual incentive payments are made, and he achieves his requisite performance goals as established and determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”), in its sole discretion, Mr. Ott will receive the amount of the 2020 calendar year incentive payment achieved, if any, at or around the same time as such payments are made to similarly situated executives of the Company under the same incentive compensation program. The Severance Agreement further provides that the unvested time-based restricted stock units previously awarded to Mr. Ott pursuant to certain of the Company��s stock incentive plans will continue to vest and delivery of the underlying shares will occur in accordance with the original vesting schedules (as set forth in the Severance Agreement).
In addition, each Severance Agreement contains (i) a customary release of claims in favor of the Company, (ii) an agreement by Mr. Ott not to compete with the Company or solicit any of its employees or customers for a period of two years following the end of his employment with the Company, and (iii) an agreement that Mr. Ott, under certain conditions, will not be prohibited from pursuing certain investment opportunities that might otherwise be deemed to be a “Prohibited Activity” (as defined in the Severance Agreement”), all such terms are subject to the compliance by Mr. Ott of his Employee Obligations (as defined in the Severance Agreement).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished as part of Item 5.02 of this Current Report on Form 8-K/A:
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
|*Furnished in the Original Filing|
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.
|By:||/s/ Susan M. Ball|
|Susan M. Ball|
|Executive Vice President, Chief Financial Officer and Treasurer|
Dated: May 10, 2021