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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):
December 3, 2020
 
 
Core Molding Technologies, Inc.
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-12505
 
31-1481870
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
800 Manor Park Drive
Columbus
,
Ohio
 
43228-0183
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number,
 
including area code: (
614
)
870-5000
 
(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
Common Stock, par value $0.01
CMT
NYSE American
 
LLC
Preferred Stock purchase rights, par value $0.01
N/A
NYSE American
 
LLC
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.
On December 3, 2020, the Compensation Committee of the Board of Directors (the
“Compensation Committee”) and the Board of Directors of Core Molding Technologies, Inc.
(the “Company”) approved the Core Molding Technologies, Inc. Salaried Employee Bonus Plan
 
(the “Plan”), which sets forth the terms of the fiscal 2020 annual incentive bonus opportunity for
eligible salaried employees of the Company (“Eligible Employees”). Under the Plan, Eligible
Employees will be eligible to receive a cash bonus, as determined by the Board, based on the
Company’s 2020 pre bonus Earnings Before Interest, Taxes,
 
Depreciation and Amortization.
Under the Plan, the target bonus opportunity for executives is 50% of their annual base salary at
the end of the fiscal year. Bonuses under the Plan, if any,
 
will be payable in cash after the end of
the 2020 fiscal year.
The foregoing description of the Plan is not complete and is qualified in its entirety by
reference to the full text of the Plan filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
 
Item 9.01Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
Description
 
 
 
 
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.
 
 
 
 
CORE MOLDING TECHNOLOGIES, INC.
 
 
 
 
By:
 
/s/ John P.
 
Zimmer
 
 
Name: John P.
 
Zimmer
 
Title: Executive Vice
 
President, Treasurer,
Secretary and Chief Financial Officer
 
 
 
 
Date:
 
December 9, 2020
 
 
 
010-9134-2706/1
 
1
 
Core Molding Technologies,
 
Inc.
 
Salaried Employee Bonus Plan
 
Purpose
 
This
 
Core Molding Technologies,
 
Inc. Salaried Employee Bonus
 
Plan (“
Plan
”) is designed to
 
motivate and
compensate eligible
 
salaried employees,
 
in 2020
 
,
 
through cash
 
bonuses based
 
on the
 
achievement of
 
business
performance objectives.
 
The Plan
 
is intended
 
to be
 
the primary
 
vehicle for
 
the granting
 
of
 
cash bonuses
 
by Core
Molding Technologies,
 
Inc. (the “
Company
”) and recognizes
 
the 2020 requirements
 
to continue the
 
turnaround of
the Company, the ongoing effects on the business of COVID 19 and the Company’s new debt covenant requirements.
 
However, the Company may,
 
in certain limited circumstances, grant cash bonuses outside of this program, in the sole
discretion of the Company’s Board
 
of Directors (“
Board
”).
 
The annual bonuses contemplated under the
 
Plan are subject, in part, to
 
the achievement of specific performance goals
set previously by the Company
 
during 2020,
 
as described in this
 
Plan. The Board may also
 
consider plant performance
and individual Salaried Employee performance in its determination of
 
annual bonuses under the Plan.
 
Eligibility
 
All full-time and part
 
-time salaried employees
 
who are employed by
 
the Company prior
 
to October 1,
 
2020, or who
were offered a
 
bonus in an employment
 
offer letter with
 
a date after
 
October 1, 2020,
 
(“
Salaried
 
Employees
”) will
be eligible to receive an annual bonus
 
under the Plan, unless a Salaried Employee
 
is not actively employed on the date
of the payment of the bonus.
 
Salaried Employees who meet the eligibility requirements
 
set out above but were not Salaried Employees for
 
the full
year will be paid any annual bonus on a pro rata basis based upon the
 
Salaried Employee’s eligible base salary earned
during the year.
 
Salaried Employees who do not work
 
a full Plan Year because they were out of work
 
on an approved
leave of absence for part of
 
the Plan Year
 
will be eligible to receive an annual
 
bonus on a pro rata basis based
 
on the
actual amount of eligible base salary earned during the year as
 
determined by the Board.
 
Bonus Performance Goals
 
Each Salaried
 
Employee will be
 
assigned an annual
 
bonus target
 
percentage for
 
the year (“
Annual
 
Bonus Target
%”)
based upon
 
the Salaried
 
Employee’s position
 
with the
 
Company. The
 
Annual Bonus
 
Target
 
% will
 
be a
percentage of the Salaried Employee’s
 
annual base salary.
 
If the Company achieves the business performance results
established by
 
the Board
 
(“
Annual Goal
”), Salaried
 
Employees will
 
be eligible
 
to receive
 
an annual
 
bonus as
determined by
 
the Board.
 
Any annual bonuses
 
paid pursuant to
 
the Plan will
 
vary depending upon
 
the Salaried Employee’s
 
level of position
with the Company and other factors determined by the Board
 
.
 
2020 Plan Year
 
For the Company’s 2020
 
calendar fiscal year annual bonuses, the Company’s
 
minimum Annual Goal is pre-bonus
Earnings Before Interest, Taxes,
 
Depreciation and Amortization (“
EBITDA
”) of $16,700,000, target Annual Goal is
EBITDA of $20,350,000, and maximum Annual Goal is EBITDA of
 
$24,000,000.
 
The Annual Bonus Target
 
% for
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
010-9134-2706/1
 
2
the target Annual Goal of $20,350,000 of EBITDA for
 
each level of Salaried Employee position for the 2020 Plan
Year
 
is as follows:
 
Position
(In the event a Salaried Employee changes
 
positions during the Plan Year, the Annual Bonus Target % will be
prorated based on the Salaried Employee’s positions during the
 
year)
Annual
 
Bonus Target %
(% of base salary)
Executive
50%
Vice President
25%
Director
20%
Manager
 
10%
Supervisor / Other Salary
5%
EBITDA below
 
or above
 
the 2020
 
target Annual
 
Goal of
 
$20,350,000 will
 
result in
 
the Board
 
extrapolating the
percentages specified above
 
with no annual
 
bonuses being paid
 
if EBITDA is
 
below $16,700,000
 
and 120% of
 
the
Annual Bonus Target
 
paid if the maximum EBITDA of $24,000,000
 
is achieved.
 
The Board, in its
 
sole discretion, will determine
 
whether the Annual Goal
 
has been met or
 
has been met to
 
a degree
warranting a
 
higher pay
 
-out than
 
would otherwise
 
be calculable
 
under this
 
Plan. For
 
example, the
 
Board may
determine that one-time charges should be disregarded
 
in determining a Plan Year’s
 
EBITDA Annual Goal.
 
Payment of Annual Bonuses; Miscellaneous Plan Provisions
 
Annual bonuses approved by the Board are targeted
 
to be paid before March 15,
 
2021.
The establishment of the Plan, any
 
provisions of the Plan, and/or any action
 
of the Board with respect to
 
the Plan, does
not confer upon any Salaried Employee the
 
right to continued employment with the Company. The Company reserves
the right to
 
dismiss any Salaried
 
Employee at any
 
time, with or
 
without prior notice,
 
with or without
 
cause, to the
same extent as though the Plan had not been adopted.
 
All annual bonus payments
 
are subject to
 
federal, state and
 
local tax withholding
 
requirements and other
 
applicable
withholding requirements.
 
No Salaried Employee shall
 
have any claim or
 
right to any annual
 
bonus under the Plan
 
until it is paid
 
by the Company,
and there is
 
no obligation for
 
uniformity of treatment
 
of Salaried Employees
 
under the Plan;
 
and, therefore, annual
bonuses need not be the same with respect to
 
each Salaried Employee. Any annual bonus payment shall be a one-time
annual bonus
 
payment, and
 
shall not
 
constitute a
 
promise of
 
future annual
 
bonus payments.
 
Any annual
 
bonus
payments shall be
 
made out of
 
the Company’s
 
general assets, and
 
no Salaried Employee
 
shall have any
 
right to an
annual bonus upon
 
payment other than
 
that of a
 
general unsecured
 
creditor of the
 
Company. The
 
resolution of any
questions or claims with respect to
 
payments and entitlements of and to annual bonuses
 
pursuant to the provisions of
this Plan
 
shall be
 
determined by
 
the Board,
 
in its
 
sole discretion,
 
and all
 
such determinations
 
shall be
 
final and
conclusive.
 
This Plan may
 
be terminated by
 
the Board, at
 
its sole discretion,
 
at any time
 
and amended by
 
the Board, at
 
its sole
discretion, from time to time without the approval of any Salaried
 
Employee.
* * *