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): September 8, 2022
STARRY GROUP HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware | 001-41336 | 87-4759355 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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38 Chauncy Street, Suite 200 Boston, MA |
| 02111 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (617) 861-8300
Not Applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share |
| STRY |
| The New York Stock Exchange |
Warrants to purchase 1.2415 shares of Class A common stock, each at an exercise price of $9.13 per 1.2415 shares of Class A common stock |
| STRY WS |
| The 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 Compensation Arrangements of Certain Officers.
Bonus Program
On September 2, 2022, the Compensation Committee (“Compensation Committee”) of the Board (the “Board”) of Starry Group Holdings, Inc. (the “Company”) approved the Quarterly Bonus Plan (the “Bonus Plan”), pursuant to which certain full-time salaried employees, including the principal executive officer, the principal financial officer and the named executive officers, are eligible to receive quarterly bonuses equal to a percentage of their quarterly salary (which is determined by dividing annual base salary by four), subject to the attainment of performance goals. Payment of the bonuses requires that the employee remains employed and in good standing as of the payment date. Under the Bonus Plan, the principal executive officer, principal financial officer and named executive officers’ quarterly target bonuses are between 40% and 100% of their respective quarterly base salaries (the “Quarterly Bonus Payments”). Such amounts are subject to increase or decrease in the discretion of the Board in the event the Company exceeds or falls short, as applicable, of the performance goals. Whether the Quarterly Bonus Payments are earned requires attainment of quarterly EBITDA targets and certain business and market performance goals to be set by the Board or the Compensation Committee of the Board.
The foregoing description of the Bonus Plan is qualified in its entirety by reference to the full text of the Bonus Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
| Description |
10.1 |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 thereunto duly authorized.
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| Starry Group Holdings, Inc. | |
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Date: September 8, 2022 |
| By: | /s/ Chaitanya Kanojia |
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| Name: Chaitanya Kanojia |
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| Title: Chief Executive Officer |
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