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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 30, 2020

 

Information Services Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33287   20-5261587
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
incorporation)       Identification No.)

 

2187 Atlantic Street

Stamford, CT 06902

(Address of principal executive offices)

 

(203) 517-3100

(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 below):

 

¨ 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 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 ¨

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Shares of Common Stock, $0.001 par value   III   The Nasdaq Stock Market LLC

 

 

 

 

 

 

 

  

Item 5.02(e) Compensatory Arrangements of Certain Officers

 

On December 30, 2020, Information Services Group, Inc. (“ISG” or the “Company”) and Michael P. Connors, Chairman and Chief Executive Officer (“CEO”), entered into Amendment No. 3 (the “Amendment”) to his Employment Agreement originally made and entered into as of December 16, 2011 (the “Employment Agreement”) as amended by Amendment No.1, dated as of December 10, 2013 and Amendment No. 2, dated as of December 13, 2016.  The Amendment extends the term of the Employment Agreement, which currently terminates on the close of business on December 31, 2021, for an additional four years until December 31, 2025 (the “Additional Term”).  As consideration for the Additional Term, the Company will (i) grant to Mr. Connors on January 4, 2021 $350,000 face value of restricted stock units, which will vest if the Company’s Adjusted EBITDA (as reported in the Company’s periodic filings with the Securities and Exchange Commission) for 2021, 2022 or 2023 is at least 50% greater than the Adjusted EBITDA for 2020 (provided that the grant will expire unvested if the performance threshold is not satisfied by December 31, 2023); and (ii) pay a cash payment of $500,000 if the Company’s stock price increases by at least 10% at any time as compared to closing price for the Company’s stock on December 31, 2020 with such 10% performance threshold being measured based on the average closing share price for ten consecutive trading days (provided that (A) if this performance threshold is satisfied during 2021, such cash payment would be made on December 31, 2021, (B) if this performance threshold is satisfied during 2022 or 2023, such cash payment would be made in the following month after such threshold is satisfied and (C) if this performance threshold is not satisfied by December 31, 2023, no cash payment shall be made).

 

The foregoing summaries of the Amendment do not purport to be complete and are qualified in their entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Amendment No. 3 dated as of December 30, 2020 to the Employment Agreement made and entered into as of December 16, 2011, by and between Information Services Group, Inc. and Michael P. Connors
     
104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

 

 

 

 

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.

 

Dated: December 30, 2020 INFORMATION SERVICES GROUP, INC.
   
  By:   /s/ Michael P. Connors
    Michael P. Connors
    Chairman and Chief Executive Officer

 

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Exhibit 10.1

 

INFORMATION SERVICES GROUP, INC.

 

Amendment No. 3 to the
Employment Agreement for Michael P. Connors

 

This Amendment No. 3 (this “Amendment”) to the Employment Agreement by and between Information Services Group, Inc., a Delaware corporation (the “Company”), and Michael P. Connors (“Executive”) is effective as of December 30, 2020. Capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement (as defined below).

 

W I T N E S S E T H

 

WHEREAS, Executive and the Company previously entered into that certain Employment Agreement, dated as of December 16, 2011 (as amended, the “Employment Agreement”);

 

WHEREAS, Executive and the Company previously entered into that certain Amendment No. 1, dated December 10, 2013 (the “First Extension”);

 

WHEREAS, Executive and the Company previously entered into that certain Amendment No. 2, dated December 16, 2016 (the “Second Extension”);

 

WHEREAS, the Company and Executive desire to extend the Term of the Employment Agreement until December 31, 2025 (the “Third Extension”); and

 

WHEREAS, in consideration for the Third Extension, the Compensation Committee of the Board of Directors of the Company will (i) grant to Executive on January 4, 2021 $350,000 face value of restricted stock units, which will vest if the Company’s Adjusted EBITDA (as reported in the Company’s periodic filings with the Securities and Exchange Commission) for 2021, 2022 or 2023 is at least 50% greater than the Adjusted EBITDA for 2020 (provided that this grant will expire unvested if such performance threshold is not satisfied by December 31, 2023) (such grant, the “Performance Grant”); and (ii) pay a cash payment of $500,000 if the Company’s stock price increases by at least 10% at any time as compared to closing price for the Company’s stock on December 31, 2020 with such 10% performance threshold being measured based on the average closing share price for ten consecutive trading days (provided that (A) if this performance threshold is satisfied during 2021, such cash payment would be made on December 31, 2021, (B) if this performance threshold is satisfied during 2022 or 2023, such cash payment would be made in the following month after such threshold is satisfied and (C) if this performance threshold is not satisfied by December 31, 2023, no cash payment shall be made) (such contingent payment, the “Contingent Bonus”).

 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration the receipt and adequacy of which the Company and Executive each hereby acknowledge, the Company and Executive hereby agree as follows:

 

1. Amendment.

 

The date “December 31, 2021” in Section 2 of the Employment Agreement is hereby deleted and replaced with “December 31, 2025.”

 

2. Consideration.

 

The Company shall cause the Performance Grant to be issued on January 4, 2021 with the performance vesting set forth therein, and the Company shall make pay the Contingent Bonus if the performance threshold described herein is satisfied.

 

 

 

 

3. Miscellaneous.

 

(a)          Effect of Amendment. As expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Employment Agreement shall remain in full force and effect in accordance with their respective terms.

 

(b)          Governing Law. THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

 

(c)          Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

 

(d)          Due Authority and Execution. The execution, delivery and performance of this Amendment have been duly authorized by the Company and this Amendment represents the valid, legal and binding obligation of the Company, enforceable against the Company according to its terms.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Company and Executive have duly executed and delivered this Amendment as the date first written above.

 

  INFORMATION SERVICES GROUP, INC.:
   
   
  By:  /s/ Thomas S. Kucinski
  Name: Thomas S. Kucinski
  Title: Executive Vice President and Chief Human Resources Officer

 

  EXECUTIVE:
   
   
  /s/ Michael P. Connors
  Name: Michael P. Connors
  Title: Chairman and Chief Executive Officer

 

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