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 26, 2015
EnerNOC, Inc.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-33471 | | 87-0698303 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| One Marina Park Drive, Suite 400, Boston, Massachusetts | | 02210 |
| (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 Form8-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):
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ¨ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On February 26, 2015, EnerNOC, Inc. (the “Company”) announced its financial results for the quarter and fiscal year ended December 31, 2014. The full text of the press release issued in connection with the announcement is attached asExhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K and inExhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| 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
2015 Executive Bonus Targets
At a meeting held on February 26, 2015, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the Company’s 2015 executive bonus targets. The 2015 annual bonus amount (the “Bonus Amount”) for each “named executive officer” (as such term is used in Instruction 4 to Item 5.02 of Form 8-K) (collectively, the “Named Executives”), will be determined based upon the achievement of certain pre-determined revenue and annual recurring revenue targets applicable to fiscal 2015 (collectively, the “Targets”), which Targets have been set by the Committee. The Bonus Amounts will be payable in cash or shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), subsequent to the certification of the achievement of the Targets by the Committee, such certification to be finalized between February 1st and March 15th of 2016, except for the Company’s Chief Executive Officer and Chairman, who will receive his Bonus Amount in shares of Common Stock following the certification described above pursuant to the terms of his employment agreement.
Item 9.01. Financial Statements and Exhibits.
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press Release issued by the Company on February 26, 2015. |
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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.
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| | | | ENERNOC, INC. |
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| Date: February 26, 2015 | | | | By: | | /s/ Matthew Cushing |
| | | | Name: | | Matthew Cushing |
| | | | Title: | | Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit
No. | | Description |
| |
| 99.1 | | Press Release issued by the Company on February 26, 2015. |
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