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 Earliest Event reported) — July 20, 2015 (July 20, 2015)

 

MDC PARTNERS INC.

 

(Exact name of registrant as specified in its charter)

 

Canada
(Jurisdiction of Incorporation)

001-13718

(Commission File Number)

98-0364441
(IRS Employer Identification No.)

 

745 Fifth Avenue, 19 th Floor, New York, NY 10151
(Address of principal executive offices and zip code)

 

(646) 429-1800
(Registrant’s Telephone Number)

 

 

 

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))

 

 
 

 

Item 2.02. Results of Operations and Financial Condition

 

On July 20, 2015, MDC Partners Inc. (the “Company”) issued a press release reaffirming its annual guidance. A copy of this press release is furnished as Exhibit 99.1 hereto. The Company expects to report earnings on August 6, 2015.

 

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

 

(b)       On July 20, 2015, Miles Nadal resigned from his position as Chief Executive Officer of the Company and from his position as a member and Chairman of the Board of Directors, in each case effective on the same date.

 

In connection with Mr. Nadal’s resignation, the Company and Mr. Nadal entered into a separation agreement (the “Separation Agreement”), dated as of July 20, 2015. Pursuant to the Separation Agreement, Mr. Nadal agreed, among other things, to: (i) repay to the Company $1,877,000 in connection with certain amounts paid to or for the benefit of Mr. Nadal and an affiliate, in four equal repayment installments, with the last to be paid on November 30, 2015; (ii) repay to the Company $10,581,605 in connection with amounts required to be repaid pursuant to cash bonus awards previously paid to Mr. Nadal, with such repayments to be made in five installments, with the last to be paid on December 31, 2017; and (iii) customary non-disparagement and confidentiality obligations, reaffirmation of restrictive covenants, and an intellectual property rights assignment. Mr. Nadal will not be paid any compensation payments or severance under the Separation Agreement. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

On July 20, 2015, Michael Sabatino, the Company’s former Chief Accounting Officer, resigned, effective on the same date. Mr. Sabatino has agreed to repay the Company $208,535 in cash bonus payments received between 2012 and 2014, pursuant to existing contractual obligations. Mr. Sabatino will not be paid any compensation payments or severance.

 

(c)        On July 20, 2015, the Company’s Board of the Directors appointed Scott Kauffman, who is currently the Presiding Director of the Board, to become Chairman and Chief Executive Officer of the Company. The Board of Directors also appointed Irwin Simon, a current member of the Board, to replace Mr. Kauffman as Presiding Director.

 

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Mr. Kauffman was originally appointed as a Director of the Company on April 28, 2006. Prior to his appointment as Chairman and Chief Executive Officer, Mr. Kauffman served as a member of the Human Resources & Compensation Committee and Chairman of the Nominating & Corporate Governance Committee, in addition to his role as the Board’s Presiding Director. From April 2013 until May 2014, Mr. Kauffman served as the President and Chief Executive Officer, and a member of the Board of Directors, of New Engineering University, a new university system designed to educate the next generation of world-class engineers. From April 2011 until January 2013, Mr. Kauffman was a Board member and then Chairman of LookSmart, Ltd, a publicly-traded, syndicated pay-per-click search network. From January 2009 to August 2010, Mr. Kauffman was President and Chief Executive Officer, and a member of the board, of GeekNet, Inc., a publicly-traded open source software application developer and e-commerce website operator. From September 2006 until its acquisition by Yahoo! in October 2007, Mr. Kauffman was President and Chief Operating Officer, and a member of the board, of BlueLithium, Inc., an Internet advertising network and performance marketing company. Prior to joining BlueLithium, Mr. Kauffman was President and CEO, and a member of the board, of several early stage companies, including Zinio Systems, Inc., MusicNow LLC and Coremetrics Inc., where he continued to serve as a member of the board until the company was acquired by IBM in July 2010. Mr. Kauffman has served in senior and executive management capacities with other digital entertainment, consumer marketing, media and technology companies, including CompuServe and Time Warner. Mr. Kauffman holds a BA in English from Vassar College and an MBA in marketing from New York University. In 1996, Advertising Age named him one of twenty digital media masters, and in 1992, Advertising Age named him one of the top 100 marketers in the country.

 

Mr. Kauffman also serves as Chairman of a charitable organization for which certain of the Company’s affiliates provide advertising and public relations services on a pro bono basis.

 

The Company does not yet have an employment agreement with Mr. Kauffman, but plans to enter into an employment agreement promptly with Mr. Kauffman in his capacity as the Company’s new Chief Executive Officer.

 

Item 8.01. Other Events.

 

Following the completion by the Special Committee of the Board of Directors of its review of perquisites and payments made by the Company to or for the benefit of Miles Nadal and Nadal Management Limited, and in connection with the Company’s ongoing SEC investigation, the Special Committee and its counsel recently identified additional expenses that were improperly paid to an affiliate of Mr. Nadal. Mr. Nadal has agreed to repay $1,877,000 to the Company in connection with these expenses, in four equal installments, with the last to be paid on November 30, 2015. This amount is in addition to $8,600,000 of perquisites and payments previously identified by the Special Committee and fully repaid by Mr. Nadal in April and May 2015. The SEC investigation of these expenses and related matters remains ongoing.

 

The Company expects to record a one-time charge in the third quarter for the balance of prior cash bonus award amounts that will not be recovered by the repayment terms of the Separation Agreement. The Company also expects to record income in the third quarter related to the $1,877,000 to be repaid by Mr. Nadal.

 

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The foregoing information in this Form 8-K contain forward-looking statements within the meaning of the federal securities laws. These statements are based on present expectations, and are subject to the limitations listed therein and in the Company's other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1 Separation Agreement dated as of July 20, 2015.

 

99.1 Press Release dated as of July 20, 2015.

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

     
Date:  July 20, 2015 MDC Partners Inc.
     
  By:  
  /s/ Mitchell Gendel
    Mitchell Gendel
    General Counsel & Corporate Secretary

 

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Exhibit 10.1

 

Execution Copy

 

SEPARATION AGREEMENT

 

SEPARATION AGREEMENT by and among MDC PARTNERS INC. (“MDC” or the “Company”) and MILES NADAL (“ Nadal ”), dated as of July 20, 2015 (this “Agreement” ).

 

WHEREAS , NADAL MANAGEMENT LIMITED (formerly Stallion Investments Limited), a corporation in which Miles Nadal is the sole indirect shareholder ( “ NML ” ) , NADAL FINANCIAL CORPORATION , a corporation in which Miles Nadal is the sole shareholder (“ NFC ”), and Nadal provide services to the Company pursuant to the terms and conditions of that certain Amended and Restated Management Services Agreement, dated as of May 6, 2013 as amended on April 30, 2015 (the “ Services Agreement ”), pursuant to which Nadal served as the Chief Executive Officer and President of the Company;

 

WHEREAS , NML, Nadal and the Company are parties to nine (9) Incentive Retention Agreements, dated as of November 5, 2012, February 14, 2012, February 14, 2013, March 11, 2013, April 10, 2013, October 30, 2013, February 20, 2014, November 3, 2014 and April 27, 2015, respectively (collectively, the “ Incentive/Retention Agreements ”), in each case, which provided for the payment of incentive compensation previously made by the Company to NML and Nadal;

 

WHEREAS , Nadal has agreed to repay the Company certain amounts paid to the him during the Term of the Services Agreement, as described below, which when paid will represent, together with other amounts previously paid by Nadal to the Company, repayment by Nadal of all amounts that the Company has requested be repaid to it; and

 

WHEREAS , capitalized terms used in this Agreement and not otherwise defined shall have the meaning given to such terms in the Services Agreement.

 

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the parties hereby agree as follows:

 

1.            Resignation and Termination of Term under Services Agreement . Nadal hereby resigns from his position as Chief Executive Officer of the Company. Each of NML, NFC and Nadal agree that Nadal’s resignation shall be treated as a voluntary separation from service without Good Reason under the Services Agreement and shall be treated as a voluntary resignation (that does not qualify for “retirement” treatment) for purposes of any outstanding incentive compensation agreements, and give irrevocable notice to the Company that the Term of the Services Agreement shall terminate, effective July 20, 2015 at 9 a.m. (EDT) (the “ Termination Date ”). In addition, Nadal hereby resigns as Chairman and as a member of the Board of Directors of the Company and any of its subsidiaries and affiliates (together, the “ Company Group ”) and from all other officer and other positions with the Company Group, effective as of the Termination Date.

 

 
 

  

2 .             No Severance Payment . In accordance with the terms and conditions of Section 8(a) of the Services Agreement, NML shall be entitled to payment of the unpaid amount of the Annual Retainer Fee through the Termination Date in full satisfaction of any and all severance compensation and benefits or any other claims for compensation and benefits (including, but not limited to, under the 2014 and 2015 LTIP Cash Incentive Agreements) which NML, NFC and/or Nadal may have or allege against the Company Group, other than (x) reimbursement for unreimbursed business expenses incurred prior to the date hereof for which NML, NFC or Nadal are entitled to reimbursement under applicable policies of the Company, (y) any benefits to which Nadal may be entitled by operation of law and (z) any indemnification, advancement of expense, contribution or similar rights to which NML, NFC or Nadal may be or become entitled, including without limitation pursuant and subject to the Company’s By-Laws and Nadal’s undertaking letter agreement with the Company dated January 6, 2015 (the “ Undertaking Agreement ”). The Company will continue to provide to the Executive indemnification and director and officer insurance coverage substantially identical to that which the Company provides to its directors and officers, subject to the terms of the Company’s By-Laws and the relevant insurance policies.

 

3.             Repayment under Incentive/Retention Agreements . NML, NFC and Nadal hereby covenant and agree to repay an amount equal to $10,581,605 in respect of the Incentive/Retention Agreements (the “ Retention Repayment Amount ”) to the Company, representing the amounts NML and Nadal are required to repay to the Company as a result of his resignation, as described in Section 1 above. The Retention Repayment Amount shall be paid by NML and Nadal in accordance with the following payment schedule:

 

(i) an amount equal to $1 million shall be paid to the Company on or prior to September 30, 2015;
(ii) an amount equal to $1.5 million shall be paid to the Company on or prior to December 31, 2015;
(iii) an amount equal to $2 million shall be paid to the Company on or prior to December 31, 2016;
(iv) an amount equal to $4 million shall be paid to the Company on or prior to June 30, 2017; and
(v) the remaining balance of $2,081,605 shall be paid to the Company on or prior to December 31, 2017.

 

Notwithstanding the foregoing, in the event of a “Change in Control” of the Company (as such term is defined in Section 2(b)(i) or 2(b)(iii)(A) or (C) of the Company’s 2011 Stock Incentive Plan, a “ Change in Control ”), the remaining unpaid balance of the Retention Repayment Amount shall become immediately due and payable to the Company and such amounts shall be paid to the Company no later than ten (10) days after the consummation of the Change in Control, and the parties shall exchange mutual general releases, the terms of which shall be negotiated by the parties in good faith. The Company agrees that payment of the Retention Repayment Amount as provided in this Section 3 shall fully satisfy any and all obligations that Nadal, NFC or NML may have to repay any amounts paid to them under the Incentive/Retention Agreements.

 

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4.             Repayment of Specified Expenses . NML, NFC and Nadal acknowledge and confirm their agreement to repay an amount equal to $1,877,000 (the “ Expense Repayment Amount ”) to the Company, representing the return by them of certain amounts paid by the Company to or on behalf of Nadal and NML during the Term of the Services Agreement, in four (4) equal installments on or prior to each of August 31, 2015, September 30, 2015, October 31, 2015 and November 30, 2015.

 

5.            Intellectual Property Rights . Nadal acknowledges and agrees that all concepts, writings and proposals submitted to and accepted by MDC ( “ Intellectual Property ”) which relate to the business of MDC and which have been conceived or made by him during the period of his engagement under the Services Agreement, either alone or with others, are the sole and exclusive property of MDC. As of the date hereof, Nadal hereby assigns in favor of MDC all the Intellectual Property covered hereby. On or subsequent to the date hereof, Nadal shall execute any and all other papers and lawful documents required or necessary to vest sole rights, title and interest in the MDC or its nominee of the Intellectual Property.

 

6.             Non-Disparagement and Communications with Company Employees, Business Partners and Clients .   Nadal agrees to refrain from any disparagement, defamation, libel, or slander of the Company Group or any of the directors, officers or agents of the Company Group, and agrees to refrain from any tortious interference with the contracts and relationships of the Company Group. Executive further agrees that he will refrain from discussing Company Group confidential business or financial information with third parties, including the Company Group’s actual and potential clients or business partners. Executive further agrees that he will not discuss the Company Group’s business with Company Group employees, clients, or business partners without the written consent of the Company’s Chief Executive Officer or his designee. The Company agrees to take commercially reasonable efforts to cause its directors and executive officers to refrain from any disparagement, defamation, libel, or slander regarding Nadal, NML or NFC or any of their affiliates . Notwithstanding the foregoing, nothing in this Section 6 shall limit (and none of the following shall be deemed a breach of this Section 6) (x) Nadal or any director or executive officer of the Company from making any truthful statement, or having any communication of any type with any other person, to the extent Nadal, or any such director or executive officer, respectively, determines in good faith that such statement or communication is (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or (ii) or reasonably necessary in the view of counsel in the defense or prosecution of any actual or reasonably anticipated administrative or court action or claim or (y) Nadal or any director or executive officer of the Company from communicating truthful information to any governmental, regulatory or quasi-regulatory authority. Nothing contained in this Agreement shall be construed as a waiver by any of the parties hereto of their attorney-client or joint defense privilege or work product protection or any other privilege or protection belonging to such party, and the parties acknowledge their continuing obligations to maintain each such privilege.

 

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7.            No Third Party Cooperation . Executive agrees that he will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company Group, other than pursuant to facially valid legal process. Executive agrees both to immediately notify the Company upon receipt of any such process, and to promptly furnish to the Company a copy of any written documentation evidencing such process.

  

8.             Press Release . The Company agrees that it will share an advance draft of the press release (or portion thereof) it intends to issue on July 20, 2015, regarding Executive’s resignation from the Company. The Company shall be under no obligation to revise or modify any press release it intends to issue.

 

9.             Confidentiality; Return of Company Property .

 

(a)         Nadal acknowledges that he has had access to confidential, proprietary business information of MDC as a result of employment, and Nadal hereby agrees not to use such information personally or for the benefit of others. Nadal also agrees not to disclose to anyone any confidential information at any time in the future so long as it remains confidential. Nothing in this Section 9 is intended or shall be construed to limit Nadal from using or disclosing any information to the extent that he determines in good faith to be (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or (ii) or reasonably necessary in the view of counsel in the defense or prosecution of any actual or reasonably anticipated administrative or court action or claim.

 

(b)         Nadal covenants that he will promptly return all Company Group property in his possession to MDC. The Company agrees that it will, and it will cause members of the Company Group to, promptly return to Nadal any property of Nadal, NFC or NML or their affiliates in its possession. The parties mutually agree to reasonably cooperate in the identification of property required to be returned to the other party, and in arranging for forwarding of mail, messages, telephone and other communications to Nadal, NML or NFC.

 

10.           Confirmation of Restrictive Covenants . Nadal hereby acknowledges and reaffirms all of his restrictive covenants set forth in Section 9 of the Services Agreement, which covenants shall remain in full force and effect in accordance with their express terms and conditions following the Termination Date.

 

11.           Entire Agreement; No Other Promises . Each of the parties hereto acknowledges and represents that this Agreement contains the entire agreement between Nadal, NML, NFC and MDC, and it supersedes any and all previous agreements concerning the subject matter hereof. For the avoidance of doubt, (x) the restrictive covenants set forth in Section 9 of the Services Agreement shall remain in force along with any other terms in the Services Agreement that are necessary to enforce such covenants and (y) nothing herein is intended or should be construed to affect any rights in the nature of indemnification, contribution or similar rights to which the Company, NML, NFC or Nadal may be or become entitled including without limitation pursuant and subject to the Company’s By-Laws and the Undertaking Agreement . Each of the parties hereto further acknowledges and represents that the none of the other parties hereto, nor any of their agents, representatives or employees have made any promise, representation or warranty whatsoever, express, implied or statutory, not contained herein, concerning the subject matter hereof, to induce them to execute this Agreement, and acknowledge that they have not executed this Agreement in reliance on any such promise, representation or warranty. Nadal and the Company expressly acknowledge and agree that Section 1 above accurately represents and describes the circumstances under which his services to the Company are ending.

 

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12.           Equitable Relief. The parties acknowledge that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, and agree that each of them shall be entitled to specific performance and injunctive and other equitable relief in the case of any such breach or attempted breach.

 

13.           Severability . If any term or condition of this Agreement shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, this Agreement shall be construed without such term or condition. If at the time of enforcement of any provision of this Agreement, a court shall hold that the duration, scope or area restriction of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration, scope or area reasonable under the circumstances shall be substituted by the court for the stated duration, scope or area.

 

14.         Choice of Law and Forum. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, without regard to its choice of law provisions. Any dispute under this Agreement shall be adjudicated by a court of competent jurisdiction in the city of New York.

 

15.          Agreement of Nadal Affiliates. Nadal covenants and agrees to cause NML and NFC to promptly execute counterparty signature pages to this Agreement with the purpose and effect of such parties having entered into this Agreement as of the date hereof.

 

16.         Amendment . This Agreement may not be amended or modified in any way, except pursuant to a written instrument signed by all parties.

 

17.           Waiver . Failure of any party hereto at any time to enforce any provision of this Agreement or to require performance by any other party of any provisions hereof shall in no way affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce its rights hereunder; nor shall it be taken to constitute a condonation or waiver by such party of that default or any other or subsequent default or breach.

 

18.          Notices . All notices or other communications hereunder shall not be binding on either party hereto unless in writing, and delivered to the other party thereto at the following address:

 

                                If to the Company: MDC Partners Inc.
  745 Fifth Avenue
  New York, NY 10151
  Attention: General Counsel

 

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                                With a copy to: Paul C. Curnin
  Simpson Thacher & Bartlett LLP
  425 Lexington Avenue
  New York, NY  10017
   
                                If to Nadal, NFC or NML: Miles S. Nadal
  PO Box N-1991, Paradise Island
  Nassau, Bahamas
   
                                With a copy to: Arthur Kohn
  Cleary Gottlieb Steen & Hamilton LLP
  One Liberty Plaza
  New York, NY 10006
   

 

Notices shall be deemed duly delivered upon hand delivery thereof at the above addresses, one day after deposit with a nationally recognized overnight delivery company, or three days after deposit thereof in the United States mails, postage prepaid, certified or registered mail. Any party may change its address for notice by delivery of written notice thereof in the manner provided.

 

19.          Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

 

***

 

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HAVING READ AND UNDERSTOOD THIS AGREEMENT, CONSULTED COUNSEL OR VOLUNTARILY ELECTED NOT TO CONSULT COUNSEL, AND HAVING HAD SUFFICIENT TIME TO CONSIDER WHETHER TO ENTER INTO THIS AGREEMENT, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE.

 

  MDC Partners Inc.
     
  By:   /s/ Mitchell Gendel
    Name: Mitchell Gendel
    Title: General Counsel
     
  Nadal Management Limited
     
  By:  
    Name:
    Title:
     
  Miles Nadal
     
    /s/ Miles Nadal
  Miles Nadal
     
  Nadal Financial Corporation
     
  By:  
    Name:
    Title:

 

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Exhibit 99.1

 

 

FOR:    MDC Partners Inc . CONTACT: Investors:
  745 Fifth Avenue, 19 th Floor     Matt Chesler, CFA
  New York, NY 10151     VP, Investor Relations
        646-412-6877
        mchesler@mdc-partners.com
         
        Press:
        Alexandra Delanghe
        SVP, Corporate Communications
        646-429-1845
        adelanghe@mdc-partners.com

 

Scott Kauffman Appointed Chairman and CEO of MDC Partners

Miles Nadal Retires

Company Reaffirms Annual Guidance

 

New York, NY, July 20, 2015 (NASDAQ: MDCA; TSX: MDZ.A) – MDC Partners Inc. ("MDC Partners" or the "Company") announced today that Miles S. Nadal has retired as the Company’s Chief Executive Officer. Mr. Nadal is also stepping down from his position on the Board of Directors as Chairman. Scott L. Kauffman, who has served as Presiding Director on the Company’s Board of Directors, has been named the Company’s new Chairman and Chief Executive Officer. Irwin Simon, a current member of the Board, has been appointed as MDC’s Presiding Director.

 

“Scott is an experienced chief executive who for years has led complex entrepreneurial companies at the crossroads of advertising, technology, and data,” said Simon. “He has intimate knowledge of MDC Partners and, importantly, a passion for the unique model, culture, philosophy and initiatives that have driven MDC’s success as a network. In partnership with the MDC management team, Scott is ideally positioned to continue to drive the Company’s industry-leading performance, client results, and support for agency partners.”

 

The Board believes that its selection of Mr. Kauffman, working together with the Company’s existing management team, will ensure a seamless transition as the Company successfully moves forward with its growth strategy. Mr. Kauffman has been a Board member of MDC Partners for nine years and has served as Presiding Director since March 2012. Mr. Kauffman has a long history of operating at the intersection of media and technology. He started his career in advertising as a media planner for Benton & Bowles. Later in his career, he migrated to Silicon Valley and has served in leadership roles at a number of emerging technology companies – in many cases recruited by the board to replace the founding CEO. Active in advertising technology since its inception, Mr. Kauffman has served as Chairman or CEO of AdKnowledge, Coremetrics and Lotame. He was also the COO of Blue Lithium at the time of its sale to Yahoo!

 

 
 

   

Mr. Kauffman stated, “Miles Nadal founded MDC Partners and for more than three decades guided the Company’s strong growth. Without his vision and leadership, MDC Partners would not have achieved the exceptional success we enjoy today. The Company is strategically well placed to remain on a path of profitable growth and is in a very strong financial and operational position. I look forward to leading the Company through its next phase of growth.”

 

In connection with the ongoing SEC investigation, Mr. Nadal has agreed to repay to MDC Partners all expenses that were requested to be repaid by the Special Committee of the Board of Directors, including an additional $1.88 million that was recently identified.  In connection with his retirement, Mr. Nadal is required under the Company’s Incentive/Retention agreements to repay $10.58 million in retention amounts received between 2012 and 2015.  In addition, Mr. Nadal is not eligible for any compensation payments or severance.

 

The Company also announced that Michael Sabatino, formerly Chief Accounting Officer of MDC Partners, has resigned. Mr. Sabatino has agreed to repay the Company $208,535 in cash bonus payments received between 2012 and 2014.

 

The Company does not expect there will be any material impact to its previously issued financial statements as a result of these additional repayments.

 

The Company today is also reaffirming its annual financial guidance and, based on a preliminary review, believes its second quarter 2015 results are tracking consistent with internal expectations. The Company will announce its results for the period ending June 30, 2015, on August 6, 2015.

 

Mr. Nadal stated, "MDC Partners is an exceptional organization. I’m gratified knowing that after 35 years, I am leaving the Company in a strong position, with brilliant partners, exceptional talent, dedicated employees, wonderful clients, a strong shareholder base, and an incredible culture and reputation as ‘The Place Where Great Talent Lives’. I have every confidence that the Company’s deep leadership team will build on this strong foundation in the years ahead.”

 

About MDC Partners Inc.

 

MDC Partners is one of the fastest-growing and most influential marketing and communications networks in the world. Its 50+ advertising, public relations, branding, digital, social and event marketing agencies are responsible for some of the most memorable and engaging campaigns for the world’s most respected brands. By leveraging technology, data analytics, insights, and strategic consulting solutions, MDC Partners drives measurable results and optimizes return on marketing investment for over 1,500 clients worldwide.

 

As "The Place Where Great Talent Lives," MDC Partners is known for its unique partnership model, empowering the most entrepreneurial and innovative talent to drive competitive advantage and business growth for clients. For more information about MDC Partners and its partner firms, visit www.mdc-partners.com and follow us on Twitter: http://www.twitter.com/mdcpartners .

 

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