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): July 6, 2007 (June 29, 2007)
EnerNOC, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 001-33471 | | 87-0698303 |
(State or Other Juris- | | (Commission | | (IRS Employer |
diction of Incorporation) | | File Number) | | Identification No.) |
75 Federal Street, Suite 300, Boston, Massachusetts | | 02110 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (617) 224-9900
N/A
(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.
(e) Compensation of Named Executive Officers
Base Salary and Bonus. At a meeting held on June 29, 2007 (the “Meeting”), the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of EnerNOC, Inc. (the “Company”) recommended to the Board, and the Board approved, increases to (i) the current annual base salaries, effective July 1, 2007, and (ii) the targets for 2007 bonuses applicable to the Company’s principal executive officer, principal financial officer and certain of the Company’s “named executive officers” (as used in Instruction 4 to Item 5.02 of Form 8-K) (collectively, the “Named Executives”), as set forth below:
Name and Position | | Former Base Salary | | New Base Salary | | Former Bonus
Percentage (% of
Base Salary) or
Bonus Amount | | New Target Bonus
Percentage (% of
Base Salary) or
Bonus Amount |
Timothy G. Healy
Chief Executive Officer | | $290,000 (1) | | $325,000 | | Maximum of $50,000 (1) | | 80% |
David B. Brewster
President and Chief Operating Officer | | $230,000 (1) | | $300,000 | | Maximum of $70,000 (1) | | 70% |
Neal C. Isaacson
Chief Financial Officer | | $200,000 | | $250,000 | | At least 25% | | 50% |
Gregg Dixon
Senior Vice President | | N/A (2) | | N/A (2) | | At least 25% | | $200,000 |
(1) Pursuant to the terms of Employment Agreements, each dated as of February 7, 2007, by and between each of Timothy G. Healy and David B. Brewster, on the one hand, and EnerNOC, Inc., on the other hand (collectively, the “Employment Agreements”), which were filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Company’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission (“SEC”) on February 12, 2007.
(2) No change was made to Mr. Dixon’s base salary.
Each Named Executive’s 2007 bonus, which will be payable in cash, stock or some combination thereof, will be determined based on a bonus plan to be finalized by the Compensation Committee at a future meeting.
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Severance Payments; Acceleration of Stock Awards
At the Meeting, the Compensation Committee recommended to the Board, and the Board approved, amendments to the contractual severance and equity acceleration arrangements applicable to the Named Executives, as set forth below:
Name and Position | | Former Severance
Arrangement | | New Severance
Arrangement | | Former Acceleration
Arrangement with
Respect to
Outstanding Stock
Awards | | New Acceleration
Arrangement with
Respect to
Outstanding Stock
Awards |
Timothy G. Healy
Chief Executive Officer | | 12 months of base salary in effect on date of termination plus pro rata portion of bonus (1)(2) | | 20 months of base salary in effect on date of termination plus target bonus | | N/A (3) | | N/A (3) |
David B. Brewster
President and Chief Operating Officer | | 12 months of base salary in effect on date of termination plus pro rata portion of bonus (1)(2) | | 20 months of base salary in effect on date of termination plus target bonus | | N/A (3) | | N/A (3) |
Neal C. Isaacson
Chief Financial Officer | | 6 months of 50%
of base salary in effect on date of termination plus pro rata portion of bonus (4) | | 12 months of base salary in effect on date of termination plus target bonus | | 6 months accelerated vesting upon Change of Control; additional 50% accelerated vesting upon termination in certain circumstances subsequent to Change of Control (4) | | 6 months accelerated vesting upon Change of Control; additional 100% accelerated vesting upon termination in certain circumstances subsequent to Change of Control |
Gregg Dixon
Senior Vice President | | 6 months of 50%
of base salary in effect on date of termination plus pro rata portion of bonus (4) | | 12 months of base salary in effect on date of termination plus target bonus | | 6 months accelerated vesting upon Change of Control; additional 50% accelerated vesting upon termination in certain circumstances subsequent to Change of Control (4) | | 6 months accelerated vesting upon Change of Control; additional 100% accelerated vesting upon termination in certain circumstances subsequent to Change of Control |
(1) Pursuant to the terms of the Employment Agreements.
(2) Pursuant to the terms of Stock Repurchase Agreements, each dated as of June 17, 2003 and last amended as of February 7, 2007, by and between each of Timothy G. Healy and David B. Brewster, on the one hand, and EnerNOC, Inc., on the other hand (collectively, the “Stock Repurchase Agreements”), which were filed as Exhibit 10.4 and Exhibit 10.5, respectively, to the Company’s Registration Statement on Form S-1, as filed with the SEC on February 12, 2007.
(3) No change was made to either Mr. Healy’s or Mr. Brewster’s acceleration arrangement with respect to outstanding stock awards.
(4) Pursuant to the terms of Severance Agreements, each dated as of February 7, 2007, by and between each of Neal C. Isaacson and Gregg Dixon, on the one hand, and EnerNOC, Inc., on the other hand (collectively, the “Severance Agreements”), a form of which was filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1, as filed with the SEC on February 12, 2007.
The Company intends to file the compensation arrangements discussed herein as exhibits to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2007.
Cash and Equity Award to Mr. Isaacson
At the Meeting, the Compensation Committee recommended to the Board, and the Board approved, the payment of a cash award to Mr. Isaacson in the amount of $40,000, as well as the issuance of 1,000 unrestricted shares of Common Stock, which were issued under the Company’s 2007 Employee, Director and Consultant Stock Plan, in recognition of his efforts in connection with the Company’s initial public offering.
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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.
| ENERNOC, INC. |
| | |
Date: July 6, 2007 | By: | /s/ Neal C. Isaacson |
| Name: | Neal C. Isaacson |
| Title: | Chief Financial Officer |
| | (Principal Financial Officer) |
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