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): January 15, 2020
SYNEOS HEALTH, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36730 | | 27-3403111 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1030 Sync Street Morrisville, North Carolina | | 27560-5468 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (919) 876-9300
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, $0.01 par value per share | | SYNH | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 15, 2020, the Compensation and Management Development Committee of the Board of Directors of Syneos Health, Inc. (the “Company”) approved entering into an Executive Service Agreement Amendment (the “Amendment”) with Alistair Macdonald, the Chief Executive Officer of the Company. Pursuant to the Amendment, Mr. Macdonald’s Executive Service Agreement was amended to provide that, if Mr. Macdonald’s employment is terminated without cause or he resigns for good reason, then he will receive a cash severance payment equal to two times (or three times if such termination occurs during the period commencing three months prior to and ending 24 months after a change in control of the Company) the sum of (i) his base salary plus (ii) his annual target bonus for the year of termination. Additionally, Mr. Macdonald will be entitled to 36 months of health care coverage continuation.
The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Form of the Amendment, which is filed as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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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| | | | | | SYNEOS HEALTH, INC. |
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Date: January 17, 2020 | | | | By: | | /s/ Jonathan Olefson |
| | | | Name: | | Jonathan Olefson |
| | | | Title: | | General Counsel and Corporate Secretary |
