| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 15, 2019, the Board of Directors (the “Board”) of The ExOne Company, a Delaware corporation (the “Company”) elected John F. Hartner as the Company’s new Chief Executive Officer. Mr. Hartner succeeds S. Kent Rockwell, who resigned from the role of Chief Executive Officer simultaneously with Mr. Hartner’s election, and who retains the role of Chairman of the Board. Mr. Hartner joined the Company as Chief Operating Officer in November 2018. His biographical information is included under the heading “Executive Officers of ExOne” inthe Company’s definitive proxy statement filed with the SEC on April 4, 2019 and is incorporated herein by reference.
Also on May 15, 2019, and in connection with Mr. Hartner’s election as Chief Executive Officer, the Company and Mr. Hartner entered into an employment agreement (the “Employment Agreement”) with an initial two-year term, subject to automatic extension for additional one-year periods. Under the Employment Agreement, Mr. Hartner will earn an initial annual base salary of $375,000, and will be eligible to participate in any annual bonus plan or long-term incentive compensation plan maintained by the Company, in both cases on the terms established from time-to-time by the Board or its Compensation Committee. Mr. Hartner is also entitled to participate in all employee benefit and fringe benefit plans made available by the Company to its executive employees, and is also eligible to participate in the Company’s Change of Control Severance Plan at Tier I.
The Employment Agreement provides, among other matters, that if Mr. Hartner terminates his employment for “good reason” (as defined in the Employment Agreement) or is terminated without “cause” (as defined in the Employment Agreement), and in each such case he has timely delivered a release of claims, Mr. Hartner will be entitled to receive, among other severance payments and benefits, an amount equal to one year of his then-current base salary and a pro-rata portion of his bonus for the year of termination and payment of his COBRA health insurance continuation premium for the COBRA continuation period (generally 18 months) or until such time as Mr. Hartner is employed, whichever is earlier. Mr. Hartner is also subject to non-competition and non-solicitation restrictions during the term of his employment with the Company and for a period of one year thereafter. The Employment Agreement is expected to be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2019.
In connection with his election as Chief Executive Officer, on March 15, 2019, the Compensation Committee of the Board authorized the grant of an equity award of restricted stock to Mr. Hartner valued at $175,000 (or 21,263 shares), which vests on the first anniversary of the grant date. The restricted stock granted to Mr. Hartner is subject to the terms and conditions set forth in The ExOne Company 2013 Equity Incentive Plan (the “Plan”) and the standard form restricted stock award agreement utilized by the Company.
For his continuing role as Chairman of the Board, Mr. Rockwell is eligible to receive the $50,000 annual cash retainer payable to non-employee directors, and a restricted stock award in the amount of 7,500 shares (annualized) for 2019. On May 15, 2019, the Board granted to Mr. Rockwell 5,500 shares of restricted stock under the Plan, representing the approximate pro rata portion of the 7,500 restricted stock award for 2019. The shares of restricted stock vest on February 6, 2020.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 15, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) in North Huntingdon, Pennsylvania. Holders of a total of 14,178,761 shares of Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 86.77% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting.
The final voting results on the matters considered at the Annual Meeting are provided below.
