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): February 15, 2019
CACTUS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38390 |
|
35-2586106 |
(State or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer
|
920 Memorial City Way, Suite 300
Houston, Texas 77024
(Address of Principal Executive Offices)
(Zip Code)
(713) 626-8800
(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:
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))
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 x
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. x
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2019 Base Salary for Named Executive Officers
The Compensation Committee (the Compensation Committee) of the Board of Directors (the Board) of Cactus, Inc. (the Company), after discussions with a compensation consultant, approved base salaries for 2019 for certain of the Companys executive officers, including the Companys named executive officers, effective as of February 17, 2019. The approved 2019 base salary amounts for each of the named executive officers are set forth in the table below:
Name: |
|
2019 Base Salary: |
|
|
Scott Bender President and Chief Executive Officer |
|
$ |
300,000.00 |
|
Joel Bender Senior Vice President and Chief Operating Officer |
|
$ |
300,000.00 |
|
Steven Bender Vice President of Operations |
|
$ |
300,000.00 |
|
2019 Management Incentive Plan
On February 15, 2018, on the recommendation of the Compensation Committee, the Board approved a performance-based bonus plan for 2019, the 2019 Management Incentive Plan (the 2019 MIP), pursuant to which all eligible Company employees, including named executive officers, will be eligible to receive a cash bonus upon the achievement of certain financial performance and safety metrics. The weighting of each financial performance and safety metric may differ for each participant depending on the group and branch to which they are assigned.
Under the 2019 MIP, executive officers, including named executive officers, will be eligible to receive base cash bonus payments equal to a certain specified percentage of their annual base salaries (the Base Bonus) if the Company meets the specified performance targets. The approved 2019 Base Bonus for each of the Companys named executive officers is set forth in the table below as a percentage of such executives 2019 base salary:
Name: |
|
2019 Base Bonus: |
|
Scott Bender President and Chief Executive Officer |
|
100 |
% |
Joel Bender Senior Vice President and Chief Operating Officer |
|
100 |
% |
Steven Bender Vice President of Operations |
|
75 |
% |
In addition to the Base Bonus, if the Company meets certain more stringent performance standards (the Stretch Bonus Targets), executive officers, including named executive officers, will be eligible to receive an additional bonus (the Stretch Bonus) of up to 40% of the executives Base Bonus payment.
Other than in the case of an employees injury, death or ill health (as determined by the Board) or in the case of a change of control of the Company, an employee must remain employed by the Company at the time of any payout in order to be eligible to receive such payout. Any payments under the 2019 MIP will be made in the sole discretion of the Board after considering the Companys cash needs. However, the Companys executive officers will not be eligible to receive any bonus payments related to their service during any fiscal year until the Companys audited financial statements for such fiscal year have been finalized.
Amendment to Employment Agreements with Scott Bender and Joel Bender
On February 21, 2019 the Company entered into amendments (the Employment Agreement Amendments) to the employment agreements dated as of February 12, 2018 (the Initial Employment Agreements) with Scott Bender, the Companys President and Chief Executive Officer, and Joel Bender, the Companys Senior Vice President and Chief Operating Officer. Under the Employment Agreement Amendments, Scott Bender and Joel Bender will each be eligible to receive the Stretch Bonus if the Company satisfies the Stretch Bonus Targets. All other terms and conditions set forth in the Initial Employment Agreements remain in full force and effect.
The foregoing descriptions of the Employment Agreement Amendments are summaries, do not purport to be complete, and are qualified in their entirety by reference to the complete text of the Employment Agreement
Amendments, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
|
|
Description |
10.1 |
|
|
10.2 |
|
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.
Date: February 21, 2019
|
CACTUS, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ David Isaac |
|
Name: |
David Isaac |
|
Title: |
General Counsel and Vice President of Administration |
Execution Copy
FIRST AMENDMENT
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this First Amendment) between Cactus Wellhead, LLC, a Delaware limited liability company (the Employer), and Scott Bender, an individual resident in Houston, Texas (the Executive) is entered into as of February 21, 2019.
RECITALS
WHEREAS, the Employer and the Executive entered into that certain Amended and Restated Employment Agreement dated as of February 12, 2018 (the Original Agreement); and
WHEREAS, the Employer and Executive desire to amend the Original Agreement, as hereinafter provided, effective as of the date hereof;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1. Section 3.1 of the Original Agreement shall be revised in its entirety to read as follows:
Salary. The Executive will be paid a salary of Three Hundred Thousand and 00/100 US DOLLARS (US $300,000.00) per annum, subject to increase but not decrease by the Board (the Salary), which will be payable in equal installments but no less frequently than monthly, and otherwise according to the Employers customary payroll practices. The Salary will be reviewed in accordance with procedures established by the Board not less frequently than annually. In addition to Salary, the Executive will be eligible to receive an annual bonus of up to 100% of Salary in the good faith discretion of the Board and as determined based on meeting annually set and agreed on budgetary and performance goals (the Base Bonus). In addition, the Executive shall be eligible to receive an additional bonus of up to 40% of the Base Bonus in the good faith discretion of the Board and as determined based on meeting more stringent budgetary and performance goals that are annually set by the Board (the Stretch Bonus). Both the Base Bonus and the Stretch Bonus remain subject to the good faith discretion of the Board and the terms of the governing bonus program established by the Board. No payments will be made in respect of the Base Bonus or Stretch Bonus until the Companys audited financial statements for the applicable year have been completed, but any such payments will in all events be made in the calendar following the calendar year in respect of which the Base Bonus or Stretch Bonus is earned.
2. Except as amended by this First Amendment, the Original Agreement shall remain in full force and effect.
3. This First Amendment may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.
Execution Copy
FIRST AMENDMENT
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this First Amendment) between Cactus Wellhead, LLC, a Delaware limited liability company (the Employer), and Joel Bender, an individual resident in Houston, Texas (the Executive) is entered into as of February 21, 2019.
RECITALS
WHEREAS, the Employer and the Executive entered into that certain Amended and Restated Employment Agreement dated as of February 12, 2018 (the Original Agreement); and
WHEREAS, the Employer and Executive desire to amend the Original Agreement, as hereinafter provided, effective as of the date hereof;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1. Section 3.1 of the Original Agreement shall be revised in its entirety to read as follows:
Salary. The Executive will be paid a salary of Three Hundred Thousand and 00/100 US DOLLARS (US $300,000.00) per annum, subject to increase but not decrease by the Board (the Salary), which will be payable in equal installments but no less frequently than monthly, and otherwise according to the Employers customary payroll practices. The Salary will be reviewed in accordance with procedures established by the Board not less frequently than annually. In addition to Salary, the Executive will be eligible to receive an annual bonus of up to 100% of Salary in the good faith discretion of the Board and as determined based on meeting annually set and agreed on budgetary and performance goals (the Base Bonus). In addition, the Executive shall be eligible to receive an additional bonus of up to 40% of the Base Bonus in the good faith discretion of the Board and as determined based on meeting more stringent budgetary and performance goals that are annually set by the Board (the Stretch Bonus). Both the Base Bonus and the Stretch Bonus remain subject to the good faith discretion of the Board and the terms of the governing bonus program established by the Board. No payments will be made in respect of the Base Bonus or Stretch Bonus until the Companys audited financial statements for the applicable year have been completed, but any such payments will in all events be made in the calendar following the calendar year in respect of which the Base Bonus or Stretch Bonus is earned.
2. Except as amended by this First Amendment, the Original Agreement shall remain in full force and effect.
3. This First Amendment may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.