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
January 29, 2015
Date of Report (Date of earliest event reported)
HARTE HANKS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-07120 |
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74-1677284 |
(State or other jurisdiction
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(Commission
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(IRS Employer
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9601 McAllister Freeway, Suite 610
San Antonio, Texas 78216
210/829-9000
(Address of principal executive offices and Registrants 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. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. |
(e) On January 29, 2015, the Companys Board of Directors adopted an Executive Severance Policy (the Policy ), applicable to the Company and its subsidiaries. The Policy generally provides that (subject to certain exceptions) the Companys corporate officers and certain executive employees designated by the Compensation Committee of the Board of Directors (each a Participant ) whose employment is terminated by the Company without cause, and who do not already have a written severance agreement with the Company, shall receive certain severance benefits. Such benefits include a severance payment equal to such Participants then-current base salary for the applicable severance period (not to exceed one year). Also, subject to certain conditions, through the earlier to occur of (i) the eligibility of such Participant to participate in another employers group health plan, or (ii) the end of the applicable severance period, the Company will pay for a substantial portion of a Participants health continuation coverage elected under and in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985.
As a condition precedent to the obligation of the Company to provide the benefits to a Participant, such Participant shall first execute and deliver an effective and irrevocable termination agreement that shall include certain terms and conditions, including the following:
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A general waiver and release by Participant of all claims against the Company and its affiliates; |
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Covenants (i) not to compete with the Company during the severance period, (ii) not to solicit the Companys clients during the severance period, (iii) not to solicit Company employees for two years, and (iv) to comply with Participants confidentiality obligations to the Company, in each case consistent with the terms for such covenants as applicable to the Companys corporate officers; provided that if the Participant has written agreement(s) that otherwise provide such covenants with at least such durations, the termination agreement shall instead ratify and confirm such covenants; and |
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Participants resignation from all officer, director, manager and other fiduciary positions held with the Company. |
The Companys Chief Human Resources Officer will administer the Policy.
The foregoing description of the Policy does not purport to be a complete description of the Policy, and is qualified in its entirety by reference to the full text of the Policy, which is filed as an exhibit to this Form 8-K and incorporated by reference in this Item 5.02.
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On January 30, 2015, the Company filed a Certificate of Amendment of Certificate of Incorporation (the Amendment) with the Delaware Secretary of State to amend and restate the Article First of its Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on October 4, 1993, to change the Companys name from Harte-Hanks, Inc. to Harte Hanks, Inc.
The Amendment is filed as an exhibit to this Form 8-K and incorporated by reference in this Item 5.03.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits. The following exhibit is being furnished herewith.
3.1 Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on January 30, 2015
10.1 Executive Severance Policy dated January 29, 2015
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.
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Harte Hanks, Inc. |
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Dated: January 30, 2015 |
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By: |
/s/ Robert L. R. Munden |
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Senior Vice President, |
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General Counsel & Secretary |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HARTE-HANKS, INC.
Harte-Hanks, Inc. (the Corporation ), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the Certificate of Amendment ) amends the provisions of the Corporations Amended and Restated Certificate of Incorporation filed with the Secretary of State on October 4, 1993 (the Certificate of Incorporation ).
2. Article First of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
The name of the Corporation is Harte Hanks, Inc.
3. This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Robert L. R. Munden, its Senior Vice President, General Counsel and Secretary, this 30 th day of January, 2015.
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By: |
/s/ Robert L. R. Munden |
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Robert L. R. Munden |
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Senior Vice President, |
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General Counsel & Secretary |
Exhibit 10.1
Harte-Hanks, Inc.
Executive Severance Policy
Effective January 29, 2015
Purpose: This Executive Severance Policy (this Policy ) is intended to allow the Company to recruit, retain and motivate high quality executives in an environment of rapid and significant change by providing designated executives with appropriate and determinable benefits.
Corporate Scope: This Policy is applicable to Harte-Hanks, Inc. and its direct and indirect subsidiaries (the Company ).
Eligibility & Administration: Corporate officers of Harte-Hanks, Inc. (including any successor-in-interest thereto) and other executive employees of the Company approved by the Companys Compensation Committee may benefit from this Policy. The Chief Human Resources Officer (or in his absence, the General Counsel) will administer this Policy, and issue a notice (the Participant Notice ) to each person who is an approved beneficiary of this Policy ( Participants ), which notice shall include a copy of this Policy and indicate the Participants Severance Period (which shall not exceed one year) hereunder. Participants with questions concerning this Policy should direct inquiries to the Companys Chief Human Resources Officer (or in his absence, the General Counsel).
Applicability & Exclusions: This Policy applies to Participants who are terminated by the Company without cause (as determined in the Companys sole but reasonable discretion, cause to include without limitation, fraud, dishonesty, moral turpitude, misconduct, breach of any restrictive covenants, breach of any Company policy, failure to perform duties, or other types of failures). Notwithstanding the foregoing, this Policy shall not apply to any termination for which the Participant has a written severance agreement applicable thereto (including, for the avoidance of doubt, terminations covered by (i) those Severance Agreements dated on or about June 7, 2013, with Messrs. Dames, Harrison, Munden and Shepard (ii) those various severance agreements with the Companys corporate officers providing benefits in the event of the Companys change of control, and (iii) the Employment Agreement with Robert Philpott dated June 8, 2013). For the avoidance of doubt, (x) this Policy shall not apply to a Participants mere transfer or reassignment to another legal entity or position within the Company, constructive termination of employment, or termination of employment by Participant for any reason, (y) no Participant shall be entitled to Benefits under this Policy if such Participant receives benefits under a separate arrangement for the same termination, regardless of the level or amount of benefits under that separate arrangement, and regardless when that separate arrangement is entered into or becomes applicable to Participant (whether before or after Participants participation in this Policy), and (z) this Policy shall not apply if termination of employment is by reason of an acquisition, divestiture or change of control transaction (including asset purchases or sales and sales or acquisitions of the Companys equity securities), where the Participant is offered employment on substantially
equivalent terms by the successor entity in connection with or immediately after the change of control transaction.
Benefits & Preconditions:
Benefits In the event that the Company terminates the employment of a Participant and determines that such termination was made without cause, on the condition that such Participant fulfills the Participant Requirements, the Company will provide the following Benefits :
· The Company shall pay as Severance an amount equal to such Participants then-current base salary for the Severance Period; Severance payments shall be (i) subject to tax and other standard withholding obligations, and (ii) paid in substantially equal installments in accordance with the Companys regular payroll cycle over the Severance Period; provided that the first payment shall be made on the first payroll period after the 75 th day after the Participants employment termination date (the First Payment Date ), and such first payment shall be equal to the Severance amount that would have been due and payable from the termination date through the First Payment Date, and thereafter, any remaining Severance shall be payable to Participant in substantially equal installments through the end of the Severance Period.
· Through the earlier to occur of (i) the eligibility of such Participant to participate in another employers group health plan, or (ii) the end of the Severance Period, if such Participant is eligible for, and timely elects health continuation coverage under and in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ( COBRA ), then (x) such Participant shall pay for COBRA coverage only that amount that such Participant would pay for healthcare coverage based on Participants elections as an active employee under the Companys group healthcare plan, and (y) the Company shall pay the remaining portion of the COBRA premium ( COBRA Subsidy ); provided, however, the COBRA Subsidy shall not be due and payable to the extent it violates any law or if it subjects the Company or Participant to any penalties or excise taxes (under the Patient Protection and Affordable Care Act of 2010, as amended, or otherwise).
Participant Requirements As a condition precedent to the obligation of the Company to provide the Benefits to a Participant, such Participant shall first execute and deliver an effective and irrevocable termination agreement within 75 days of such Participants employment termination date. Such termination agreement shall be in a form acceptable to the Company, and shall provide certain terms and conditions, including the following:
· A general waiver and release by Participant of all claims against the Company and its affiliates;
· Covenants (i) not to compete with the Company during the Severance Period, (ii) not to solicit the Companys clients during the Severance Period, (iii) not to solicit Company employees for two years, and (iv) to comply with Participants confidentiality obligations to the Company, in each case consistent with the terms for such covenants as applicable to the Companys corporate officers; provided that if the Participant has written agreement(s) that otherwise
provide such covenants with at least such durations, the termination agreement shall instead ratify and confirm such covenants; and
· Participants resignation from all officer, director, manager and other fiduciary positions held with the Company.
Garden Leave The Chief Human Resources Officer (or in his absence, the General Counsel) in his sole discretion may permit up to 60 days of Garden Leave in the termination agreement, whereby the employment termination date of a Participant is delayed to allow such Participant to remain employed despite notice of termination. The Company may impose reasonable transition obligations and other restrictions on Participants benefitting from Garden Leave, and the Severance Period shall be reduced day-for-day if the Garden Leave exceeds 14 days.
Amendment & Termination: The Compensation Committee may amend or terminate this Policy at any time or from time to time, provided that no termination or amendment which has the effect of reducing Benefits under this Policy shall be effective until six months after notice of such amendment or termination to Participants; provided further, however, that the Company reserves the right to amend or terminate this Policy at any time without any restrictions or delay to comply with applicable law. Unless sooner terminated by the Compensation Committee, this Policy shall automatically terminate immediately prior to the effectiveness of a Change of Control as defined in the Companys most current equity incentive plan.
Jurisdictional Modifications: If a Participant is subject to the laws of a jurisdiction which create (or are likely to create) conflicts with this Policy and/or duplication of some or all of the Benefits provided hereunder, then the Compensation Committee may authorize the Chief Human Resources Officer (or in his absence, the General Counsel) to modify the Benefits and Participant Requirements in the Participant Notice so that such Participants overall benefits and obligations in connection with a termination of employment are, in combination, as close to those provided in this Policy as is reasonably possible.
Interpretation: All decisions, determinations and interpretations of the Policy by the Company or the Compensation Committee shall be final and binding on all Participants and all other persons.
Code Section 409A: This Policy has been designed to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the Code ) and the interpretive guidance thereunder, and any similar state laws, and shall be administered, construed and interpreted accordingly. The Company reserves the right in its sole discretion, to take any and all action required to amend the Policy to comply with Code Section 409A. Notwithstanding anything to the contrary in this Policy, if the Participant is a specified employee (as defined and applied in Section 409A of the Code) as of the termination date, to the extent any payment under this Policy constitutes deferred compensation (after taking into account any applicable exemptions under Section 409A of the Code) and to the extent required by Section 409A of the Code, the Participant shall not be entitled to any payments under this Policy until the earlier of (a) the first day following the six-month anniversary of the termination date, or (b) the Participants date of death. For purposes of Section 409A of the Code, each payment (as
defined by Section 409A of the Code) made under this Policy shall be considered a separate payment. In addition, for purposes of Section 409A of the Code, payments shall be deemed exempt from Section 409A of the Code to the full extent possible under the short-term deferral exemption of Treasury Regulation Section 1.409A-1(b)(4) and (with respect to amounts paid no later than the second calendar year following the calendar year containing the termination date) the two-years/two-times separation pay exemption of Treasury Regulation Section 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.