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): December 16, 2013
ExamWorks Group, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34930
Delaware |
| 27-2909425 |
(State or other jurisdiction |
| (IRS Employer |
3280 Peachtree Road, N.E.
Suite 2625
Atlanta, GA 30305
(Address of principal executive offices, including zip code)
(404) 952-2400
(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 December 16, 2013, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of ExamWorks Group, Inc. (the “Company”) approved fiscal year 2014 compensation packages for its named executive officers (“NEOs”) and other executive officers in connection with its review of the Company’s compensation policies and practices in 2013. The 2014 compensation packages remain substantially unchanged from the 2013 compensation packages. Consistent with its policy of aligning the interests of the Company’s employees with the interests of its stockholders, the Committee again approved a compensation structure with meaningful equity and performance components, the ultimate value of which will depend on the Company’s financial results and the market value of its stock.
For each NEO and executive officer, total annual compensation will again consist of the following components: a base salary (the “Base Salary”), a base issuance of restricted shares (the “Base Restricted Shares”) with a value equal to 75% of Base Salary, and a restricted share bonus (the “Restricted Share Bonus”), which at 2014 Target Performance (as discussed below), will be issued at a value equal to 75% of Base Salary. For each NEO and executive officer, base salary levels and equity and cash percentages remain unchanged from 2013 levels.
The Base Restricted Shares are expected to be issued in the first week of January 2014 with a value equal to the fair market value of the underlying shares on the date of issuance and will vest in one-third increments with first vesting occurring on or around March 4, 2015, the second on or around March 4, 2016, and the third on or around March 4, 2017.
Any Restricted Share Bonuses will be awarded in early 2015 based upon the Company’s adjusted EBITDA performance during the 2014 fiscal year. The Restricted Share Bonuses will vary depending on the Company’s percentage achievement of the 2014 fiscal year adjusted EBITDA performance target (the “2014 Target”) set by the Committee. No Restricted Share Bonuses will be awarded if the adjusted EBITDA performance is at or less than 93% of the 2014 Target, and the maximum Restricted Share Bonuses achievable equals two times the Restricted Share Bonus awarded at 100% of the 2014 Target, which will be paid if the adjusted EBITDA performance is at least 107% of the 2014 Target. The Committee believes that the 2014 Target is appropriately challenging to achieve and yet provides appropriate incentive for performance since performance at 100% of 2014 Target requires a meaningful increase to adjusted EBITDA performance compared to fiscal year 2013 forecasts. If awarded, the Restricted Share Bonuses will vest one-half on June 1, 2015 and one-half on June 1, 2016.
The Base Restricted Shares and Restricted Share Bonuses will be issued under and subject to the terms of the Company’s 2008 Amended and Restated Stock Incentive Plan, as amended. In addition, the Committee reserved the right to pay discretionary bonuses for fiscal year 2014 to account for unanticipated, unusual or extraordinary circumstances or performance.
For 2014, a summary of NEO compensation is as follows:
NEO | Base Salary | Base Restricted Share Value | Restricted Share Bonus Target Value* | ||||
Richard E. Perlman, Executive Chairman | $750,000 | 75% of Base Salary | 75% of Base Salary | ||||
James K. Price, Chief Executive Officer | $750,000 | 75% of Base Salary | 75% of Base Salary | ||||
Wesley J. Campbell, President | $400,000 | 75% of Base Salary | 75% of Base Salary | ||||
J. Miguel Fernandez de Castro, Chief Financial Officer, Senior Executive Vice President, and Treasurer | $375,000 | 75% of Base Salary | 75% of Base Salary | ||||
Kevin J. Kozlowski, Chief Information Officer | $300,000 | 75% of Base Salary | 75% of Base Salary | ||||
Crystal B. Patmore, Executive Vice President | $250,000 | 75% of Base Salary | 75% of Base Salary |
* Assumes adjusted EBITDA performance at 100% of 2014 Target. Restricted Share Bonus Target Value will decrease or increase based on performance within the predetermined range as discussed above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ExamWorks Group, Inc. |
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Date: December 19, 2013 | By: | /s/ J. Miguel Fernandez de Castro |
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| J. Miguel Fernandez de Castro |
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| Chief Financial Officer and Senior Executive Vice President |
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