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): May 8, 2014
INTELIQUENT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33778 | 31-1786871 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
550 West Adams Street
9th Floor
Chicago, Illinois 60661
(Address of principal executive offices, including Zip Code)
(312) 384-8000
(Registrant’s telephone number, including area code)
(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.
On May 8, 2014, the Compensation Committee of Inteliquent, Inc. (the “Company”) increased the 2014 target bonus level under the Company’s annual cash incentive bonus plan for G. Edward Evans, the Company’s Chief Executive Officer, from 50% of his annual base salary to 75% of his annual base salary.
The Company entered into a written amendment to its employment agreement with Mr. Evans to reflect the increased target bonus level (the “Amendment”). The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified by reference to such exhibit.
The information set forth herein supplements the Company’s Proxy Statement dated April 15, 2014 and furnished to holders of the Company’s common stock in connection with the solicitation of proxies on behalf of the Board of Directors of the Company for use at the Annual Meeting of Stockholders to be held on May 20, 2014 (or any adjournment or postponement thereof).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
| 10.1 | Second Amendment to Employment Agreement dated May 8, 2014 by and between Inteliquent, Inc. and G. Edward Evans. | |
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.
| INTELIQUENT, INC. | ||||||
/s/ Richard L. Monto | ||||||
| Date: May 8, 2014 | Name: | Richard L. Monto | ||||
| Title: | General Counsel, Senior Vice President and Corporate Secretary | |||||
EXHIBIT INDEX
Exhibit No. | Description | |
| 10.1 | Second Amendment to Employment Agreement dated May 8, 2014 by and between Inteliquent, Inc. and G. Edward Evans. | |