UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)February 25, 2014
RTI SURGICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 0-31271 | | 59-3466543 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 11621 Research Circle, Alachua, Florida | | 32615 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(386) 418-8888
not applicable
(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 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
2014 Salaries and Bonus Targets. On February 25, 2014, the Compensation Committee of the Board of Directors of RTI Surgical, Inc. (the “Company”) approved 2014 salaries and a bonus plan (the “2014 Bonus Plan”) providing for the payment of cash bonuses based on the Company’s operating results for the 2014 calendar year. The 2014 Bonus Plan sets target bonus amounts and performance criteria for executive officers. The performance criteria include operating income, operating cash flow, and revenues. There were no changes to salaries or target bonuses for any of the executive officers compared to 2013 levels. As in the past, the Compensation Committee retains discretion to take other factors into account in determining bonuses and to award no bonuses even if performance criteria are met.
The table below sets forth the 2014 salaries and bonus targets (expressed as a percentage of salary) for the Company’s chief executive officer, principal financial officer and three most highly compensated executive officers other than the chief executive officer and principal financial officer:
| | | | | | | | | | | | |
Name | | Office | | 2014
Salary | | | Bonus
Target | | | Bonus Criteria |
Brian K. Hutchison | | President and Chief Executive Officer | | $ | 550,000 | | | | 75 | % | | Revenue 33.3%, Operating Income 33.3% and Operating Cash Flow 33.4% |
Robert P. Jordheim | | Executive Vice President and Chief Financial Officer | | $ | 336,000 | | | | 50 | % | | Revenue 33.3%, Operating Income 33.3% and Operating Cash Flow 33.4% |
Thomas F. Rose | | Executive Vice President Administration and Secretary | | $ | 330,000 | | | | 50 | % | | Revenue 33.3%, Operating Income 33.3% and Operating Cash Flow 33.4% |
Roger W. Rose | | President, RTI Donor Services, Executive Vice President North American Sales and Marketing | | $ | 330,000 | | | | 50 | % | | Revenue 33.3%, Operating Income 33.3% and Operating Cash Flow 33.4% |
Caroline A. Hartill | | Executive Vice President and Chief Scientific Officer | | $ | 334,000 | | | | 50 | % | | Revenue 33.3%, Operating Income 33.3% and Operating Cash Flow 33.4% |
Stock Option and Restricted Stock Grants. On February 25, 2014, the Compensation Committee approved awards of stock options and restricted stock to certain executive officers of the Company pursuant to the 2010 Equity Incentive Plan (the “Plan”). The options are exercisable for $3.78 per share (the closing price on the date of grant) and will vest in five equal annual installments beginning on the first anniversary of the date of grant. The restricted stock will vest in three equal annual installments beginning on the first anniversary of the date of grant. These awards are subject to accelerated vesting upon the occurrence of a “Change in Control” as provided in the named executive officer’s respective Executive Transition Agreement.
The table below sets forth the number of stock options and restricted stock awarded to the Company’s named executive officers:
| | | | | | | | | | |
Name | | Office | | Number of
Options | | | Number of
Restricted
Stock | |
Brian K. Hutchison | | President and Chief Executive Officer | | | 150,000 | | | | 50,000 | |
Robert P. Jordheim | | Executive Vice President and Chief Financial Officer | | | 60,000 | | | | 20,000 | |
Thomas F. Rose | | Executive Vice President Administration and Secretary | | | 60,000 | | | | 20,000 | |
Roger W. Rose | | President, RTI Donor Services, Executive Vice President North American Sales and Marketing | | | 60,000 | | | | 20,000 | |
Caroline A. Hartill | | Executive Vice President and Chief Scientific Officer | | | 60,000 | | | | 20,000 | |
SIGNATURES
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 hereunto duly authorized.
| | | | |
| | RTI SURGICAL, INC. |
| | |
| Date: February 27, 2014 | | By: | | /s/ Robert P. Jordheim |
| | Name: | | Robert P. Jordheim |
| | Title: | | Executive Vice President and Chief Financial Officer |
