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):
June 13, 2007
THE MANAGEMENT NETWORK GROUP, INC.
(Exact name of company as specified in its charter)
Delaware 0-27617 48-1129619
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
7300 College Boulevard, Suite 302, Overland Park, Kansas 66210
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(Address of principal executive offices) (Zip code)
(913) 345-9315
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(Registrant's telephone number, including area code)
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 (see General Instruction A.2.):
[ ] 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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On June 13, 2007, Micky K. Woo was promoted to President and Chief Operating
Officer of the Company. He succeeds Chairman and Chief Executive Officer Richard
P. Nespola in the President position. Information about Mr. Woo and his
compensation arrangements is available in our proxy statement for the 2007
annual meeting of shareholders, as filed with the SEC on April 30, 2007.
On June 13, 2007, our Board of Directors awarded ten percent base salary
increases to Richard P. Nespola and Micky K. Woo, retroactive to January 1,
2007. The raises were based on their successful efforts to diversify the
Company's offerings and the fact that they had not received base salary
increases since 2003. Mr. Nespola's adjusted base salary for 2007 will be
$624,250 and Mr. Woo's adjusted base salary for 2007 will be $460,562. The
retroactive portion of the base salary adjustment will be paid as lump sums in
the amounts of $25,755 to Mr. Nespola and $19,002 to Mr. Woo.
ITEM 8.01 OTHER INFORMATION
On June 13, 2007, our Board of Directors adopted amended and restated charters
for our Compensation and Nominating Committee and Corporate Governance Committee
and an amended and restated Code of Business Conduct. The amended and restated
charters and Code of Business Conduct will be available on the Investor
Relations page of our website at tmng.com.
Also on June 13, 2007, our Board of Directors adopted a Policy on Granting
Equity Awards documenting the formal procedures and processes for equity
compensation awards by the Company.
In keeping with a long-standing policy of the Company to indemnify executive
officers and directors to the full extent permitted by our Certificate of
Incorporation and Bylaws and Section 145 of the Delaware General Corporation
Law, we are entering into written agreements with our executive officers and
directors to memorialize these rights.
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.
THE MANAGEMENT NETWORK GROUP, INC.
Date: June 19, 2007 By: /s/ Donald E. Klumb
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Donald E. Klumb
Vice President and Chief Financial Officer