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 14, 2016
THE BRINK’S COMPANY
(Exact name of registrant as specified in its charter)
Virginia
001-09148
54-1317776
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of
principal executive offices)

Registrant’s telephone number, including area code: (804) 289-9600


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 materials 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))


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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Ronald Domanico as Executive Vice President and Chief Financial Officer
On July 14, 2016, the Board of Directors (the “Board”) of The Brink’s Company (the “Company”) appointed Ronald J. Domanico, age 58, as the Company’s Executive Vice President and Chief Financial Officer, effective immediately.
Joseph W. Dziedzic, who served as the Company’s Executive Vice President and Chief Financial Officer until Mr. Domanico’s appointment, will remain at the Company until September 30, 2016, as Mr. Domanico transitions into his role. Mr. Dziedzic's departure was mutually agreed upon.
Before joining Brink’s, Mr. Domanico served as senior vice president, strategic initiatives and capital markets at Recall Holdings Limited, a global provider of digital and physical information management and security services. From 2010 to 2014, he was senior vice president and CFO for HD Supply, one of the largest industrial distributors in North America. Following its 2007 spinoff from Home Depot, he led HD Supply to become a NASDAQ-listed company with revenue of approximately $9 billion. From 2002 to 2009, he was senior vice president, CFO and a board member at Caraustar Industries, an integrated manufacturer of recycled paperboard and paperboard products. Prior to joining Caraustar, he served in a variety of international financial leadership roles at AHL Services, Nabisco and Kraft. Mr. Domanico earned his M.B.A. and a B.S. in management science from the University of Illinois.
Offer Letter with Mr. Domanico
In connection with Mr. Domanico’s appointment as Executive Vice President and Chief Financial Officer, the Company and Mr. Domanico entered into an offer letter, dated July 14, 2016, which provides for the following compensation and benefits:
Annual Base Salary
$575,000
Annual Bonus
Participation for 2016 in the Company’s Key Employees Incentive Plan (the “ KEIP ”) with a target of 80% of 2016 earned base salary, with the actual payout ranging from 0% to 200% of target, subject to a maximum of 160% of 2016 earned base salary.

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Long-Term Incentive Awards
On July 14, 2016, Mr. Domanico was granted equity awards consistent with those granted to other senior executives of Company in respect of 2016, with an annualized target long-term incentive opportunity of $1.1 million, prorated based on Mr. Domanico’s hire date. These awards consist of the following:
•      Time-vesting restricted stock units with a grant date value of $137,500;
•      Internal metric performance share units with a grant date value of $206,250, which vest based on operating profit goals approved by the Compensation and Benefits Committee in February 2016; and
•      Relative total shareholder return performance share units with a grant date value of $206,250, which vest based on total shareholder return goals approved by the Compensation and Benefits Committee in February 2016.
Inducement Equity Awards
On July 14, 2016, following Mr. Domanico’s purchase of $500,000 of Company common stock (the “Purchased Shares”) from the Company at a price of $ 29.86 per share (the closing price of shares of Company common stock on the New York Stock Exchange on such date) pursuant to a subscription agreement between Mr. Domanico and the Company, Mr. Domanico was granted the following incentive equity awards:
•      An award of performance-leveraged stock options to purchase 84,985 shares of Company common stock, which will be eligible to vest on July 14, 2022, with 1/3 vesting on that date if the stock price has attained a 20-trading day average closing price of each of 125%, 150% and 160% of the grant date price between the grant date and the vesting date, subject to continued employment through the vesting date (or an earlier qualifying termination of employment) and Mr. Domanico holding the Purchased Shares through the vesting date.
•      An award of restricted stock units with respect to 17,439 shares of Company common stock, which will be eligible to vest on July 14, 2019, subject to the Company realizing positive non-GAAP income from continuing operations for the period commencing on July 1, 2016 and ending on June 30, 2017, continued service through the vesting date (or an earlier qualifying termination of employment) and Mr. Domanico holding the Purchased Shares through the vesting date.
Employee Benefits
Mr. Domanico will be eligible for the following employee benefits:
•      Employee benefits and fringe benefits on the same basis as other senior executives of the Company; and
•      Relocation assistance of up to $5,000 per month for the period from July 14, 2016 until January 14, 2017.

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Termination and Change in Control Benefits
Mr. Domanico is eligible to participate in the Company’s Severance Pay Plan as a Tier 2 Participant.
Mr. Domanico and the Company entered into a change in control agreement, in the form approved by the Board on November 13, 2015.
The foregoing summary of Mr. Domanico’s offer letter is qualified in its entirety by reference to the full text thereof, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01.
Other Events
 

On July 14, 2016, the Company issued a press release related to Mr. Domanico’s appointment. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference into this Form 8-K.
Item 9.01.
Financial Statements and Exhibits
 
 
 
 
(d)
Exhibits
 
 
 
 
 
99.1
Press Release, dated July 14, 2016, issued by The Brink’s Company
 
99.2
Subscription Agreement, dated July 14, 2016, between The Brink’s Company and Ronald J. Domanico
 
10.1
Offer Letter, dated July 14, 2016, between The Brink’s Company and Ronald J. Domanico


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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 thereunto duly authorized.


 
 
THE BRINK’S COMPANY
 
 
(Registrant)
 
 


Date: July 15, 2016
 
By:
/s/McAlister C. Marshall, II
 
 
 
McAlister C. Marshall, II
Vice President
 

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EXHIBIT INDEX

EXHIBIT
DESCRIPTION
 
 
99.1
Press Release, dated July 14, 2016, issued by The Brink’s Company
99.2
Subscription Agreement, dated July 14, 2016, between The Brink’s Company and Ronald J. Domanico
10.1
 
Offer Letter, dated July 14, 2016, between The Brink’s Company and Ronald J. Domanico


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EXHIBIT 10.1
The Brink’s Company
1801 Bayberry Court
P.O. Box 18100
Douglas A. Pertz
Richmond, VA 23226-8100 U.S.A.
President & CEO
 
 


                                                    

July 14, 2016


Mr. Ronald Domanico,



Dear Ron:

It is a pleasure to formally offer you the role of Executive Vice President & Chief Financial Officer with The Brink’s Company. The following outlines the terms of our offer:

Position:
EVP & CFO
Location:     Corporate Headquarters
Start Date:     July 14, 2016
Reporting to:     President & CEO
Annual Salary:     $575,000
Annual Bonus Target:
Subject to the terms of the Key Employee Incentive Plan (KEIP) - 80% of Base Salary; Award range 0% - 160% of Base Salary. Your 2016 bonus opportunity will be prorated to be 6/12 of the annualized target value.
Long Term Incentive Target Value:
$1,100,000 2017 Long Term Incentive (LTI) Target Value, subject to approval in February 2017 by the Compensation and Benefits Committee of the Board of Directors pursuant to the 2013 Equity Incentive Plan. Note you will receive a pro-rated LTI grant for 2016 with an aggregate value equal to $550,000, delivered 25% in Restricted Stock Units; 37.5% in Internal Metric Performance Share Units and 37.5% in Relative TSR Performance Share Units, subject to approval by the Compensation and Benefits Committee of the Board of Directors.




Sign-on Equity Grant:
Aggregate $1,000,000 value granted 50% in Restricted Stock Units which will vest 3 years from the date of grant, subject to the Company realizing positive non-GAAP income from continuing operations for the period commencing on July 1, 2016 and ending on June 30, 2017, continued service through the vesting date (or an earlier qualifying termination of employment), and 50% in performance-based stock options (6 year term with 1/3 vesting if the average closing price over 20 consecutive trading days within 3 years of the date of grant is 125% of the closing price on the date of grant; an additional 1/3 of the options will vest if the average closing price is 150% of the closing price on the date of grant and the final 1/3 will vest if the average closing price reaches 160% of the closing price on the date grant) provided however, that: (1) the Sign-on grant will not be granted unless, not later than the start date, you have purchased the “Buy-in Equity” described below; and (2) no Sign-on equity will vest unless you continue to hold all of the Buy-in Equity through the applicable vesting date for each of the RSUs and Stock Options, provided that such holding requirement shall cease upon the earlier of a Change in Control or your termination of employment. This grant will be subject to approval by the Compensation and Benefits Committee of the Board of Directors, pursuant to the 2013 Equity Incentive Plan.


Buy-in Equity:
You agree that you will purchase from the Company $500,000 of BCO stock on or before your start date at the closing price on the New York Stock Exchange on the date of sale.


Vacation:
4 weeks (20 days), accrued in accordance with The Brink’s Company Vacation – Salaried Employees Policy.
Benefits:
You will be eligible for Brink’s health, life, and disability insurance and the 401(k) savings plan for salaried employees, in accordance with the plan provisions described in the benefit materials enclosed. Your group insurance will become effective immediately upon your first day of


employment with Brink’s provided you complete the required enrollment forms.

Relocation:
Up to 6 months of temporary living with maximum of $5,000 per month and reimbursement for movement of household goods as outlined in the corporate relocation policy, without payment of broker fees or other similar fees and costs for the sale of any real property.
 
Deferred Compensation:
You will be eligible to participate in the Brink’s Company Key Employees’ Deferred Compensation Program, which entitles you to 100% company match on the first 10% that you defer in terms of salary and/or your KEIP award, subject to approval by the Compensation and Benefits Committee of the Board of Directors.

Severance and Change in Control:
You will be eligible to participate in the Severance Plan of The Brink’s Company and have a Change in Control agreement both on terms consistent with other executives that report directly to the Chief Executive Officer.


This position being offered is employment is at will, which means that either you or the Company may terminate the employment relationship at any time without notice, for any reason.

As a pre-condition to perform the duties of the above-referenced position, which will involve exposure to confidential and/or proprietary information belonging to the Company and its clients and/or customers, you will be required to execute a Confidentiality and Non-Competition Agreement. If you have any questions about this agreement, please contact me.

Employment is contingent upon successful completion of the pre-employment process to include, but not limited to: a background investigation and a “results negative” outcome on the drug screen, which will be the final steps in this process.

I am confident that you will excel in leading Brink’s and am excited about the opportunities that lay ahead. If you have any questions, please call me.



Sincerely,
 


/s/Douglas A. Pertz

Douglas A. Pertz
President & CEO
The Brink’s Company








Accepted: this 14th of July, 2016             /s/Ronald Domanico
Ronald Domanico





EXHIBIT 99.1
The Brink’s Company
1801 Bayberry Court
P.O. Box 18100
 
Richmond, VA 23226-8100 U.S.A.
 
 
Tel. 804.289.9600
Fax 804.289.9770

        
Contact:         FOR IMMEDIATE RELEASE
Investor Relations and Corporate Communications
804.289.9709

Brink’s Announces Management Changes

RICHMOND, Va., July 14, 2016 – The Brink’s Company (NYSE: BCO), a global leader in security-related services, today announced that Ronald J. Domanico has joined the company as chief financial officer (CFO). Domanico replaces Joseph W. Dziedzic, who served as CFO since 2009 and will remain at the company until September 30. Brink’s also announced that Rohan Pal has joined the company as chief information officer and chief digital officer (CIO and CDO).

Doug Pertz, president and chief executive officer, said: “I’m pleased that Ron and Rohan have joined our leadership team. I’ve worked extensively with each of these proven executives, and look forward to working with them again to improve operating performance and drive shareholder value at Brink’s.

“On behalf of our board of directors and all of our employees, I thank Joe for his strong leadership throughout a challenging period at our company. Joe’s departure was mutually agreed upon, and we’re pleased that he will remain at Brink’s to ensure a smooth transition in this critical role.”

Dziedzic said: "I'm proud to be part of the Brink's legacy, and value the many relationships I’ve developed with employees, customers and investors around the world.  I'm confident Brink's will excel under Doug's leadership, and wish him and his team all the best."  




Before joining Brink’s, Domanico served as senior vice president, strategic initiatives and capital markets at Recall Holdings Limited, a global provider of digital and physical information management and security services. From 2010 to 2014, he was senior vice president and CFO for HD Supply, one of the largest industrial distributors in North America. Following its 2007 spinoff from Home Depot, he led HD Supply to become a NASDAQ-listed company with revenue of approximately $9 billion. From 2002 to 2009, he was senior vice president, CFO and a board member at Caraustar Industries, an integrated manufacturer of recycled paperboard and paperboard products. Prior to joining Caraustar, he served in a variety of international financial leadership roles at AHL Services, Nabisco and Kraft. Domanico, 58, earned his M.B.A. and a B.S. in management science from the University of Illinois.

Upon joining Brink’s today, Domanico purchased $500,000 worth of common stock from the company.

Prior to joining Brink’s, Pal served as senior vice president and CIO at Recall Holdings. From 2008 to 2013, he was CIO and chief operations officer for Tyco Fire Products. From 2004 to 2008, he was vice president of financial systems, operations and multisourcing for HD Supply, and managing director for Home Depot’s India operations. Before joining Home Depot, he held a variety of positions of increasing responsibility at several companies including Accenture and Deloitte & Touche Consulting. Pal, 50, holds an M.S. degree in Supply Chain Strategy from the Georgia Institute of Technology, an M.B.A. from Dartmouth College, an M.S. in Computer Engineering from St. Mary’s University, and B.S. in Computer Science from Trinity University.

About The Brink’s Company

The Brink’s Company (NYSE:BCO) is the world’s premier provider of secure transportation and cash management services. For more information, please visit The Brink’s Company website at www.Brinks.com or call 804-289-9709.



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EXHIBIT 99.2
AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this “ Agreement ”) is entered into on July 14, 2016 by and between The Brink’s Company, a Virginia corporation (the “ Company ”), and Ronald J. Domanico (“ Executive ”).
WHEREAS, Executive has agreed to invest $500,000 in common stock of the Company, par value $1 per share (“ Common Stock ”); and
WHEREAS, Executive has agreed to purchase the number of shares of Common Stock (the “ Shares ”) from the Company for an aggregate purchase price of $500,000 (the “ Purchase Price ”), calculated based upon a price per share equal to the closing price of the Common Stock on the New York Stock Exchange on the date of this Agreement, pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties, and covenants contained in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Subscription . Executive agrees to purchase from the Company the Shares for the Purchase Price.
2.      Closing Deliveries . On or prior to the date of this Agreement, Executive shall deliver (or have delivered) to the Company, the Purchase Price, paid by wire transfer of immediately available funds in accordance with the wire transfer instructions previously delivered to Executive.
3.      Delivery of Shares . Following receipt of the Purchase Price in immediately available funds, the Company will deliver to Executive the Shares (in certificated, book-entry, or such other manner as determined by the Company) with the appropriate legends.
4.      Representations and Warranties of Executive . Executive represents and warrants to the Company as follows:
(a)      Authority . Executive has the power and authority to execute and deliver this Agreement and to perform his obligations under this Agreement. This Agreement has been duly executed and delivered by Executive and is the legal, valid, and binding obligation of Executive enforceable against Executive in accordance with its terms.
(b)      Investment Related Representations and Warranties .
(i)      Executive is acquiring the Shares for his own account, for investment and not with a view to the resale or distribution thereof or any interest therein in

    


violation of the Securities Act of 1933, as amended (the “ Securities Act ”), or applicable securities laws. Executive has not entered into, and has no plans to enter into, any contract, undertaking, agreement, or arrangement for the resale or distribution of the Shares.
(ii)      Executive understands that (A) the Shares have not been registered under the Securities Act or under any state securities laws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering, (B) no governmental entity has reviewed or made any finding or determination as to the fairness or merits or any recommendation or endorsement with respect to an investment in the Shares, (C) the Shares must be held by Executive indefinitely unless a subsequent transfer thereof is registered under the Securities Act and applicable law or is exempt from such registration, and (D) legends restricting the transferability and resale of the Shares will be placed on any documents evidencing the Shares.
(iii)      Executive (A) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (B) has a preexisting personal or business relationship with the Company, its Subsidiaries, or certain members of the board of directors or officers of the Company that is of a nature and duration sufficient to make Executive aware of the character, business acumen, and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the board of directors or officers of the Company, if any.
(iv)      Executive has conducted his, her, or its own investigation with respect to the Shares. Executive has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of Executive. Executive has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of the investment in the Shares to suffer a complete loss of such investment. Executive can bear the economic risk of investment in the Shares, including a complete loss of such investment, and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the investment in the Shares.
5.      Representations and Warranties of the Company . The Company represents and warrants to Executive that (a) the Company is a Virginia corporation, duly incorporated, validly existing, and in good standing under the laws of the Commonwealth of Virginia, (b) the Company has the power and authority to carry on its business as now conducted, to own or hold under lease its properties, and to execute and deliver this Agreement and to perform its obligations hereunder, (c) the execution, delivery, and performance by the Company of this Agreement has been duly authorized by all necessary action on the part of the Company, (d) this Agreement has been duly executed and delivered by the Company and is the legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms, and (e) upon issuance to Executive against receipt of the Purchase Price as contemplated

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by this Agreement, the Shares will be duly authorized and validly issued, fully paid, and non-assessable.
6.      Transferability . Executive agrees not to transfer or assign this Agreement or any of Executive’s interest in this Agreement.
7.      Legend . All certificates evidencing the Shares shall, in addition to any other legend required by contract or applicable law, bear legends in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
8.      General Provisions .
(a)      Entire Agreement . This Agreement and any certificates, documents, instruments, and writings that are delivered pursuant to this Agreement and thereto, constitute the entire agreement and understanding of the parties in respect of the subject matter hereof and supersede all prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof.
(b)      Choice of Law . The laws of the Commonwealth of Virginia, without reference to the conflict of laws provisions, will govern all questions concerning the construction, validity, and interpretation of this Agreement.
(c)      Amendment and Waiver . The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive.
(d)      Counterparts . This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute a single agreement.
(e)      Acceptance . It is understood that this subscription is not binding on the Company until the Company accepts it, which acceptance is at the sole discretion of the Company and shall be noted by execution of this Agreement by the Company where indicated. However, Executive acknowledges that, once accepted by the Company, this subscription is not revocable by Executive.
[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.

THE BRINK’S COMPANY


By: /s/McAlister C. Marshall, II
Name: McAlister C. Marshall, II
Title: Vice President    

[Signature Page to Subscription Agreement]

EXECUTIVE
/s/Ronald J. Domanico
Ronald J. Domanico


[Signature Page to Subscription Agreement]