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): July 22, 2022
(Exact name of registrant as specified in its charter)
Delaware
| 001-38523
| 82-4228671
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
12601 Plantside Drive
Louisville, Kentucky |
| 40299
|
| (Address of principal executive offices) |
| (Zip Code) |
(Registrant’s telephone number, including area code): (502) 245-1353
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:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share
| CHRA
| New York Stock Exchange
|
8.50% Senior Notes due 2026
| CHRB
| New York Stock Exchange
|
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. |
(e) Chief Financial Officer and Treasurer Employment Agreement
On July 22, 2022, the Company and its subsidiary, Charah, LLC, entered into an amended and restated employment agreement with Roger Shannon, the Company’s Chief Financial Officer and Treasurer (the “CFO Employment Agreement”). The term of the CFO Employment Agreement is one year and the term will automatically renew annually for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days prior to the expiration of the term or any renewal term.
Pursuant to the CFO Employment Agreement, Mr. Shannon will receive an annualized base salary of $437,750, which may be increased annually, and is eligible to receive (i) an annual bonus targeted in an amount at least equal to 70% of his base salary and (ii) annual awards under the Company’s 2018 Omnibus Incentive Plan.
The CFO Employment Agreement also provides for certain severance benefits following a termination without “cause” or a resignation for “good reason” (each quoted term as defined in the CFO Employment Agreement) including (i) cash severance equal to one times (or, if within six months before or two years following a change in control, one and a half times) the sum of (a) the then-current annualized base salary and (b) the target annual bonus for the year of termination, (ii) reimbursement of a certain portion of premiums paid for continuation coverage under the Company’s group health plans, and (iii) a pro-rated annual bonus for the year in which the termination occurs. Upon Mr. Shannon’s death or “disability” (as defined in the CFO Employment Agreement), Mr. Shannon will receive, as a severance payment, a pro-rated annual bonus for the year of his termination based on actual performance for such year. All severance payments and benefits are contingent upon Mr. Shannon signing a release in favor of the Company and its affiliates. Additionally, the CFO Employment Agreement contains certain restrictive covenants regarding confidential information, non-competition, non-solicitation, and non-disparagement. This summary of the CFO Employment Agreement is qualified in its entirety by reference to the full text of the CFO Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number |
| Description |
|
|
|
|
| Amended and Restated Employment Agreement between Charah, LLC, Charah Solutions, Inc. and Roger Shannon, dated July 22, 2022. |
|
|
|
| 104 |
| Cover Page Interactive Data File (embedded within Inline XBRL document). |
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.
| | | CHARAH SOLUTIONS, INC. |
| | | | |
| Date: | July 27, 2022 | By: | /s/ Scott A. Sewell |
| | | Name: | Scott A. Sewell |
| | | Title: | President and Chief Executive Officer |
