UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 11, 2015
DTS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 000-50335 | | 77-0467655 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
5220 Las Virgenes Road Calabasas, CA | | 91302 |
(Address of principal executive offices) | | (Zip Code) |
(818) 436-1000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
Named Executive Officer Compensation
On February 11, 2015, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of DTS, Inc. (the “Company”) approved an increase in the base salary for each of the Company’s named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission) (the “NEOs”). In addition, also on February 11, 2015, the Committee adopted the 2015 Executive Incentive Compensation Plan (the “2015 Plan”), in which certain of the Company’s executive officers are eligible to participate. The 2015 Plan is a cash incentive award plan under the Company’s 2012 Equity Incentive Plan (the “2012 EIP”) which is designed to align incentive awards for each participant’s individual performance with the Company’s corporate objectives. The parameters of the 2015 Plan provide for target and maximum cash bonus award levels, as a percentage of salary, based upon the achievement of specified company financial targets and key strategic initiatives. The 2015 base salaries and bonus payout levels under the 2015 Plan, subject to the Company’s financial performance and strategic execution relative to the targets, are as follows:
Recipients | | Title | | Salary | | Bonus Target (%) | | Maximum Bonus (%) | |
Jon E. Kirchner | | Chairman and Chief Executive Officer | | $ | 550,000 | | 100.0 | | 198.8 | |
Melvin L. Flanigan | | Executive Vice President, Finance and Chief Financial Officer | | $ | 339,500 | | 60.0 | | 119.3 | |
Brian D. Towne | | Executive Vice President and President DTS Asia Pacific | | $ | 371,300 | | 70.0 | | 139.1 | |
Frederick L. Kitson | | Executive Vice President and Chief Technology Officer | | $ | 383,750 | | 60.0 | | 119.3 | |
Blake A. Welcher | | Executive Vice President, Legal and General Counsel | | $ | 348,000 | | 65.0 | | 129.2 | |
The 2015 Plan is structured into two components: (i) overall company financial targets, and (ii) key strategic initiatives. Under the 2015 Plan, 65% of an executive’s target opportunity is weighted on overall company financial performance and the other 35% percent is weighted on the execution of strategic objectives. The performance goals are to be reviewed in advance and approved by the Committee. Following the funding of the 2015 Plan based on the achievement of the financial targets and key strategic goals, an individual performance multiplier rating will be applied to recognize the specific performance for each executive. Under the terms of the 2015 Plan, any bonus amounts determined under the formulae described above may be adjusted in order to ensure that they are appropriate in light of the performance factors relevant to the particular executive, including discretionary adjustments based on other non-financial performance related metrics.
Equity Awards
Also on February 11, 2015, the Committee approved grants of time-based vesting restricted stock units (the “RSUs”) and grants of performance-based vesting restricted stock units (the “PSUs” and, together with the RSUs, the “Equity Awards”)) under the 2012 EIP for each of the NEOs in the following amounts:
Recipients | | Title | | RSUs | | PSUs | |
Jon E. Kirchner | | Chairman and Chief Executive Officer | | 31,290 | | 31,290 | |
Melvin L. Flanigan | | Executive Vice President, Finance and Chief Financial Officer | | 14,820 | | 9,880 | |
Brian D. Towne | | Executive Vice President and President DTS Asia Pacific | | 17,790 | | 11,860 | |
Frederick L. Kitson | | Executive Vice President and Chief Technology Officer | | 15,810 | | 10,540 | |
Blake A. Welcher | | Executive Vice President, Legal and General Counsel | | 14,820 | | 9,880 | |
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The RSUs vest in four equal annual installments beginning on February 15, 2016. The PSUs will vest in two equal installments upon achievement of certain internal performance goals, with one-half of the PSUs vesting on February 15, 2017 and the remaining PSUs vesting on February 15, 2018, in each case assuming the performance goals are achieved. The internal performance goals will be measured over a two year period ending December 31, 2016. Each PSU represents the contingent right to receive up to two shares of the Company’s common stock upon vesting, subject to the level of achievement of the performance goals. Any portion of the PSUs that do not vest due to performance below the minimum required level for vesting will be forfeited. The Equity Awards are payable in cash or shares of our common stock. If the Company’s stockholders approve an addition of shares of common stock to the 2012 EIP’s share reserve prior to December 31, 2015 that will, in the opinion of the Committee, be sufficient to settle the Equity Awards in shares of stock, then the Equity Awards may only be settled in shares of stock. Absent the approval by the Company’s stockholders of such additional shares, the Committee will retain the discretion to settle the Equity Awards in either cash or stock; however, it is anticipated that under these circumstances the form of settlement will most likely be cash.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2015, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws, as amended (the “Amended and Restated Bylaws”), solely to incorporate previously approved and adopted amendments. The foregoing description is not complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, which are filed as Exhibit 3.1 to this current report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| | |
3.1 | | Amended and Restated Bylaws of DTS, Inc. |
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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.
| DTS, INC. |
| |
| |
Date: February 18, 2015 | |
| By: | /s/ Melvin Flanigan |
| Melvin Flanigan |
| Executive Vice President, Finance |
| and Chief Financial Officer |
| (principal financial and |
| accounting officer) |
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Exhibit Index
Exhibit No. | | Description |
| | |
3.1 | | Amended and Restated Bylaws of DTS, Inc. |
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