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): May 3, 2021
The Joint Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36724 | 90-0544160 | ||
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS employer identification number) |
16767 N. Perimeter Drive, Suite 110 Scottsdale, AZ 85260
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(480) 245-5960
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 Par Value Per Share | JYNT | The NASDAQ Capital 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements of Certain Officers
On May 3, 2021, the Company’s Board of Directors, upon the recommendation of the Compensation Committee of the Board of Directors, voted to adjust the compensation of Peter D. Holt, the Company’s President and Chief Executive Officer, as follows: (1) an annual base salary increase from $410,000 to $418,200, retroactive to March 8, 2021; (2) an annual bonus under the Company’s Executive Short-Term Incentive Plan of up to 65% (increasing from 50%) of his then existing base salary if certain Company-wide performance targets are met (which would increase by up to 25%, for a maximum total of 81.25% of his base salary, if the Company-wide performance targets set forth in the Company’s Executive Short-Term Incentive Plan are exceeded); and (3) an annual stock award of 65% (increasing from 60%) of his then existing base salary under the Company’s Amended and Restated 2014 Incentive Stock Plan, vesting in four equal annual installments (subject to continued employment on each vesting date), with the grant date to be at the same time that other employees receive grants under the stock plan.
The Executive Short-Term Incentive Plan has been amended to reflect the changes described in clause (2) of the previous paragraph.
Signature
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.
Date: May 7, 2021.
| The Joint Corp. | |||
| By | /s/ Peter D. Holt | ||
| Peter D. Holt | |||
| President and Chief Executive Officer | |||