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 reported event): March 10, 2008
Commission File No. 001-33399
COMVERGE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 22-3543611 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
120 Eagle Rock Avenue, Suite 190
East Hanover, New Jersey 07936
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (973) 884-5970
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
Annual Bonuses for Fiscal Year Ended December 31, 2007
On March 10, 2008, the Compensation Committee of the Board of Directors of Comverge, Inc. approved annual cash bonuses and incentive equity awards with respect to Comverge's fiscal year ended December 31, 2007. The recipients of these annual bonuses included the Named Executive Officers set forth below for Comverge's fiscal year ended December 31, 2007. Although no longer an officer of Comverge, Mr. Wren served as Comverge's General Counsel and Executive Vice President through December 31, 2007, and continues to work with Comverge as a consultant focusing on mergers, acquisitions and other strategic opportunities at the company's request.
After reviewing Comverge's financial performance for fiscal 2007 and evaluating the annual bonus targets previously established for Comverge's management by the committee, the Compensation Committee approved annual bonuses for Comverge's fiscal year ended December 31, 2007, to various members of Comverge's management, including the Named Executive Officers in the amounts set forth opposite such individual's name below. The annual bonuses included payments of cash, grants of restricted stock and grants of stock options.
Named Executive Officers | Position | Annual Cash Bonus | Restricted Stock Award (Shares) | Stock Option Award (Shares) |
Robert M. Chiste | Chairman of the Board, Chief Executive Officer and President | $106,312.50 | 14,642 | 87,852 |
Frank A. Magnotti | President and Chief Operating Officer of Alternative Energy Resources Group | $50,525.00 | 4,771 | 28,626 |
Edward J. Myszka | President and Chief Operating Officer of Smart Grid Solutions Group | $35,475.00 | 3,522 | 21,135 |
Michael D. Picchi | Chief Financial Officer and Executive Vice President | $26,932.50 | 3,311 | 19,869 |
T. Wayne Wren | General Counsel and Executive Vice President | $20,250.00 | 2,788 | 16,733 |
Each of the shares of restricted stock is initially subject to a repurchase right in favor of Comverge. With continued service to Comverge, all of the shares of restricted stock set forth above shall vest, and the repurchase right shall lapse with respect to such shares, on March 10, 2011.
The exercise price of the stock options was set at $12.40 per share, which equals the closing price of Comverge's common stock traded on Nasdaq Global Market on March 10, 2008.With continued service to Comverge, all of the option shares set forth above shall vest and become exercisable in a series of sixteen successive quarterly installments, with the first installment vesting on June 10, 2008, and the final installment vesting on March 10, 2012. Each option award has a term of seven years from grant.
Special Cash Bonus
In addition the annual bonuses described above, on March 10, 2008, the Compensation Committee also approved special cash compensation to certain members of Comverge's management, including four Named Executive Officers. The Compensation Committee approved these special compensation awards to recognize such individuals' leadership and contributions related to Comverge's completion of two public equity offerings and integration of two acquisitions into Comverge's business during the last fiscal year. The Compensation Committee approved cash compensation in the following amounts to each of the Named Executive Officers set forth below.
Executive | Cash Bonus |
Robert M. Chiste | $50,000.00 |
Frank A. Magnotti | $15,000.00 |
Edward J. Myszka | $15,000.00 |
Michael D. Picchi | $30,000.00 |
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.
COMVERGE, INC.
By: /s/ Michael Picchi
Name: Michael Picchi
Title: Chief Financial Officer
Dated: March 12, 2008
